Chrysler 2010 Annual Report Download - page 222

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Similarly, under the stock grant plan the participant will be entitled to receive free of charge one Fiat ordinary share and one Fiat Industrial ordinary share for
each right held, subject to the original conditions of the continuation of a professional relationship with the Group and/or achievement of specific performance
objectives for 2010 and 2011, consistent with the 2010-2014 Business Plan. The 2011 performance objectives will consist of the portion relating to the
post-Demerger Fiat Group of the objectives originally established as part of the total objectives for the pre-Demerger Fiat Group.
All stock option and stock grant plans, with the exception of the portion of the 2006 Plan relating to managers for which a capital increase was approved,
will be serviced by the treasury shares held by Fiat S.p.A. and the ordinary shares of Fiat Industrial that will be allotted to Fiat S.p.A. without payment as a
result of the Demerger.
As the original conditions of the Plans allowed for amendments where there were extraordinary transactions impacting Fiat S.p.A.’s share capital,
a determination of the incremental fair value potentially resulting from such amendments is not required.
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 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 independent outside directors elect the form of payment of ¼ of their Fees. If the elected form is common shares, the independent 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 of a CNH Global
N.V. common share. Common shares issued vest immediately upon grant, but cannot be sold for a period of six months. 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 a director. The Corporate Governance and Compensation Committee has
recommended and the Board of Directors of CNH has approved a proposed amendment to the CNH Directors’ Plan. Pursuant to the proposed amendment,
all directors will be eligible to receive compensation under the CNH Director’s Plan provided that the director is not receiving salary or other employment
compensation for current employment services provided to CNH Global N.V or Fiat Industrial Group. The proposed amendment is subject to Shareholder
approval at the next annual meeting (scheduled for 29 March 2011).
Prior to 2007, CNH also issued automatic option awards, which vest after the third anniversary of the grant date.
At 31 December 2010 and 2009, there were 693,914 and 700,058 common shares, respectively reserved for issuance under the CNH Directors’ Plan.
Outside directors do not receive benefits upon termination of their service as directors.