Chrysler 2009 Annual Report Download - page 83

REPORT ON
OPERATIONS
82
INCENTIVE PLANS
BASED ON
FINANCIAL
INSTRUMENTS
On 3 November 2006, Fiat S.p.A.’s Board of Directors approved an eight-year plan consisting of 20 million stock options, authorised by Shareholders on
5 April 2007, which grants certain Group managers and the Chief Executive Officer of Fiat S.p.A. the right to acquire a determined number of Fiat S.p.A.
ordinary shares at the price of €13.37 per share. More specifically, 10,000,000 options were granted to employees and 5,000,000 options were granted
to Mr. Marchionne, to be vested over 4 years with one-quarter of the total being vested each year, subject to the achievement of profitability targets for the
reference period. Options which vested for those years in which the profitability targets were achieved will be exercisable from the date of the approval of the
2010 financial statements. The remaining 5,000,000 options granted to the Chief Executive Officer of Fiat S.p.A. also have a vesting period of four years with
a quarter of the number vesting each year and may be exercised from November 2010. In addition, the ability to exercise the options is additionally subject
to specific restrictions regarding the duration of the employment relationship or the continuation of the position held. The Board exercised its powers under
Article 2443 of the Civil Code to issue new shares, in service of these incentive plans, to employees of the Company and/or its subsidiaries up to 1% of
share capital or a maximum of €50,000,000 (fifty million euros) in the form of 10,000,000 (ten million) ordinary shares having a par value of €5.00 (five euros)
each, representing 0.78% of total share capital or 0.92% of ordinary share capital, at a price of €13.37 each. Execution of the capital increase is subject to
the conditions of the Plan being satisfied.
On 26 February 2008, the Board of Directors of Fiat S.p.A. approved an incentive plan, authorised by Shareholders on 31 March 2008, which allows for
the periodic granting of a maximum 4 million stock options and/or share appreciation rights until the end of 2010. This plan is intended for managers hired
or promoted subsequent to the stock option plan established on 3 November 2006, or who, in any event, warrant additional recognition, and is structured
similarly to the 2006 plan in terms of profitability targets, vesting and exercise. On 23 July 2008, the Board of Directors, in execution of that plan, voted to
grant 1,418,500 stock options at an exercise price of €10.24.
On 23 February 2009, the Board of Directors approved an incentive plan, subsequently approved by Shareholders on 27 March 2009, based on the granting
of rights which, subject to the achievement of predetermined performance targets for 2009 and 2010 and continuation of the professional relationship with
the Group, provides for the granting of an aggregate total of 8 million Fiat ordinary shares to plan beneficiaries, 2 million of which to the Chief Executive
Officer, Sergio Marchionne, and a maximum of 6 million to executives holding key positions which have a significant impact on business results. With
approval of the Plan by Shareholders, the grants to the Chief Executive Officer became immediately effective. The Chief Executive Officer of Fiat S.p.A. is
responsible for selecting Plan beneficiaries in accordance with the organisational criteria adopted for the 2006 and 2008 plans, determining the number of
rights to be granted to each manager as well as the reassigning of any rights forfeit pursuant to termination of the employment relationship.
Both the 2008 and 2009 Plans are to be serviced through shares bought on the market rather than through the issue of new shares.
Detailed information on all Plans is also available in the notes to both the consolidated and parent company financial statements.
SHARES HELD BY MEMBERS OF THE BOARDS OF DIRECTORS AND STATUTORY AUDITORS, GENERAL MANAGERS AND OTHER EXECUTIVES WITH
STRATEGIC RESPONSIBILITIES (ARTICLE 79 OF CONSOB RESOLUTION NO. 11971 OF 14 MAY 1999)
Change in
no. of shares
No. of shares No. of shares No. of shares incoming No. of shares
held at bought sold /(outgoing) held at
Name Shares held 31.12.2008 in 2009 in 2009 managers 31.12.2009
Luca Cordero di Montezemolo Fiat Ordinary 127,172 - - - 127,172
Sergio Marchionne Fiat Ordinary 240,000 - - - 240,000
Gian Maria Gros-Pietro Fiat Ordinary 3,300 - - - 3,300
Executives with strategic responsibilities Fiat Ordinary 106,291 6,000 - -8,317 103,974
Fiat Preference - - - - -
Fiat Savings 618 - - - 618
CNH Ordinary 7,464 - - - 7,464