Chrysler 2009 Annual Report Download - page 198

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Granting of Fiat S.p.A. shares
On 23 February 2009, the Board of Directors of Fiat S.p.A. passed an incentive plan which was subsequently approved by shareholders in the Annual
General Meeting on 27 March 2009, based on the granting of rights which, subject to the achievement of predetermined performance targets (Non-Market
Conditions or “NMC”) for 2009 and 2010 and the continuation of the professional relationship with the Group, provides for the delivery of 2 million Fiat
ordinary shares to the CEO of Fiat S.p.A. A maximum of 6 million shares would be available for granting, in one or more occasions, to certain managers of
the Group. Plan beneficiaries are to be selected by the CEO of Fiat S.p.A.
The contractual terms of the plan are as follows:
Plan Recipient Number of shares Vesting date Vesting portion
Stock Grant 2009 Chief Executive Officer 2,000,000 1st Quarter 2010 (*) 25%*NMC
1st Quarter 2011 (*) 75%*NMC
(*) On approval of the prior year’s Consolidated financial statements, subject to the continuation of the position held.
With reference to this plan, the fair value at the grant date used to determine the compensation expense to be accrued amounts to฀€5.26, which and has
been determined on the basis of the price of Fiat S.p.A. ordinary shares at the grant date of฀€5.26 per share. The total cost recognised in 2009 income
statement for this plan amounted to฀€6 million.
Stock Option plans linked to CNH Global N.V. ordinary shares
In the Agricultural and Construction equipment Sector, CNH Global N.V. (“CNH”) has granted share-based compensation to directors’ officers and employees
which are linked to shares and which have the following terms.
The CNH Global N.V. Outside Directors’ Compensation Plan (“CNH Directors’ Plan”)
This plan, as amended on 22 July 2008, provides for the payment of the following to independent outside members of the CNH Global N.V. Board in the
form of cash, and/or common shares of CNH, and/or options to purchase common shares of CNH:
an annual retainer fee of 100,000 USD;
an Audit Committee membership fee of 20,000 USD;
a Corporate Governance and Compensation Committee membership fee of 15,000 USD;
an Audit Committee chair fee of 35,000 USD; and
a Corporate Governance and Compensation Committee chair fee of 25,000 USD (collectively, the “Fees”).
Each quarter the outside directors elect the form of payment of ¼ of their Fees. If the elected form is common shares, the outside director will receive
as many common shares as equal to the amount of Fees the director elects to forego, divided by the fair market value. If the elected form is options, the
outside director will receive as many options as the amount of Fees that the director elects to forego, multiplied by four and divided by the fair market value
of a common share, such fair market value being equal to the average of the highest and lowest sale price of a CNH Global N.V. common share on the last
trading day of the New York Stock Exchange preceding the start of each quarter. Stock options granted as a result of such an election vest immediately,
but shares purchased under options cannot be sold for six months following the date of exercise. Stock options terminate upon the earlier of: (1) ten years
after the grant date; or (2) six months after the date an individual ceases to be an outside director. Prior to 2007, CNH also issued automatic option awards,
which vest after the third anniversary of the grant date.
At 31 December 2009 and 2008, there were 700,058 and 746,067 common shares, respectively reserved for issuance under the CNH Directors’ Plan.
Outside directors do not receive benefits upon termination of their service as directors.