Chrysler 2010 Annual Report Download - page 341

FIAT S.P.A.
STATUTORY
FINANCIAL
STATEMENTS AT
31 DECEMBER
2010
NOTES
340
to ordinary shares, a dividend of up to €0.1085 per share;
to savings shares and ordinary shares, in equal amounts, an additional dividend of up to €0.1085 per share;
to each ordinary, preference and savings share, in equal amounts, any remaining profit which Shareholders may resolve to distribute.
When the dividend paid to savings shares in any year amounts to less than €0.217, the difference shall be added to the preferred dividend to which they
are entitled in the following two years.
In the event that the savings shares are delisted, any bearer shares shall be converted into registered shares and shall be entitled to a dividend that is
€0.1225, rather than €0.1085, higher per share than the dividend paid on ordinary and preference shares.
In the event that the ordinary shares are delisted, holders of savings shares shall be entitled to a dividend that is €0.140 higher than the dividend paid on
ordinary and preference shares.
Finally, with reference to the above resolutions adopted by the Board of Directors on 3 November 2006 in relation to share capital increases reserved for
employees of the Company and/or its subsidiaries, following the Demerger the Company’s share capital may be increased by a maximum of €35 million
through the issue of up to 10 million new ordinary shares having a par value of €3.50 each.
Own shares
At 31 December 2010, the book value of own shares held was €656,553 thousand and related to 38,568,458 ordinary shares (average book value of
€17.023 per share) representing 3.02% of share capital, and having a total par value of €192,842 thousand. The amount was unchanged over 31 December
2009, as no shares were bought or sold during 2010.
There were also no changes for the previous year, as no shares were bought or sold during 2009.
As a result of the Demerger, on 1 January 2011 Fiat S.p.A. was allotted 38,568,458 ordinary shares in Fiat Industrial S.p.A., corresponding to the number
of own shares held. The portion of the reserve for own shares attributable to Fiat Industrial S.p.A. shares, totaling approximately €368 million, will be
reclassified as an asset with initial measurement at fair value and a balancing entry recognized directly in equity, with no impact on 2011 profit or loss.
As a consequence, the reserve for own shares will be reduced by approximately €368 million with an equivalent increase in the retained profit/(loss) reserve.
As described below in relation to amendments to stock option and stock grant plans resulting from the Demerger, those 23,021,250 Fiat Industrial shares
will be utilized service those incentive plans.
Share-based compensation
At 31 December 2010 and at 31 December 2009, the following share-based compensation plans relating to managers of Group companies or the Chief
Executive Officer of Fiat S.p.A. were in place.
Stock option plans linked to Fiat S.p.A. ordinary shares
The stock option plans approved by the Board of Directors of Fiat S.p.A. prior to 2002 had all fully expired at 31 December 2010.
The contractual terms of plans which expired during the year are as follows:
Strike price Number of Vesting
Plan Beneficiaries Grant date Expiry date (€) options granted Vesting date portion
Stock Options Former Chairman 14 May 2002 1 January 2010 12.699 1,000,000 1 January 2005 100%
May 2002 (expired) of Fiat S.p.A.
Stock Options Managers 12 September 2002 12 September 2010 10.397 6,100,000 12 September 2003 25%
September 2002 (expired) 12 September 2004 25%
12 September 2005 25%
12 September 2006 25%