Chrysler 2009 Annual Report Download - page 364

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Dear Shareholders,
Pursuant to Article 114-bis of Legislative Decree 58/98, we hereby submit the motions approved by the Board of Directors on
16 February 2010 for your approval.
Specifically, these motions relate to the adoption of amendments to the 2009-2010 Plan (approved by Shareholders at the
General Meeting held on 27 March 2009) aimed at enhancing the incentivization and retention value of the Plan, thereby
providing the Group with an instrument that is more closely aligned to the current competitive environment in the automotive
sector globally and to the specific needs of the Group. Those amendments, if approved, will result in, among other things, the
2009-2010 Plan being extended to 2011 and renamed the 2009-2011 Plan.
The Plan takes the form of stock grants and entitles beneficiaries to receive, under specific conditions, a number of Fiat ordinary
shares equivalent to the number of rights granted. At inception, the Plan provided for the allocation of a maximum of 8 million
rights - subject to the achievement of pre-established performance objectives and continuation of a professional relationship
with the Group - of which 2 million have already been allocated to the Chief Executive Officer of Fiat S.p.A., Sergio Marchionne,
and a maximum of 6 million rights were for allocation to other Group executives.
This report was prepared in conformity with the instructions for disclosure provided as a schedule to the Issuer Regulations
issued by Consob.
Beneficiaries
No change relating to beneficiaries is being proposed.
The beneficiaries of the 2009-2011 Plan will be the Chief Executive Officer of Fiat S.p.A., Sergio Marchionne, and a maximum of
three hundred Group executives holding key positions which have a significant impact on business results. Executives will be
selected by the Chief Executive Officer of Fiat S.p.A. from among employees of the Company and/or its subsidiaries, consistent
with the organisational criteria adopted in the past, and in particular for the 2006 and 2008 plans.
Reasons for amendments to the 2009-2010 Plan
In general, incentive plans based on financial instruments enable incentivization of individuals in key positions toward the
achievement of Company and Group profit targets, correlating that incentivization to the medium- to long-term value created
for shareholders.
The level of commitment is strengthened when vesting of rights is subject to the achievement of specific performance targets
over a predetermined reference period.
At the same time, motivating management by granting instruments that are representative of the Company’s value contributes
to the alignment of the interests of management with those of shareholders, promoting a sense of identification with the Group
and significantly enhancing retention as a result.
Retention is also sought through the use of incentives which are subject to continuation of a professional relationship with the Group.
RESOLUTIONS PURSUANT TO
ARTICLE 114-BIS OF
LEGISLATIVE DECREE 58/98