Chrysler 2011 Annual Report Download - page 305

Fiat S.p.A.
Statutory
Financial
Statements
at 31 December
2011
Notes
304
At 31 December 2011 the features of the stock option plan are as follows:
Plan Beneficiary
Date of
amendment Expiry date
Exercise
price (€)
No. of options
granted Vesting date Vesting portion
Stock Options
July 2004 (amended)
Chief Executive
Officer
27 March 2009 1 January 2016 6.583 10,670,000 31 December 2010 100%
On 3 November 2006, the Board of Directors of Fiat S.p.A. approved (subject to the subsequent approval of Shareholders in general meeting, which was
given on 5 April 2007) an eight year stock option plan, which granted certain managers of the Group and the Chief Executive Officer of Fiat S.p.A. the right
to purchase a specific number of Fiat S.p.A. ordinary shares at a fixed price of €13.37 each. In particular, the 10,000,000 options granted to employees and
the 5,000,000 options granted to the Chief Executive Officer had a vesting period of four years, with a quarter of the number vesting each year, were subject
to achieving certain pre-determined profitability targets (Non-Market Conditions or “NMC”) in the reference period and were exercisable from the date on
which the 2010 Financial statements were approved. The remaining 5,000,000 options granted to the Chief Executive Officer of Fiat S.p.A. also vested in
equal amounts over a period of four years and are exercisable from November 2010. Exercise is also subject to specific conditions relating to duration of
the employment relationship or continuation in office. Finally, in consideration of the proposed Demerger and in accordance with the rules of the respective
plans, on 21 July 2010 the Board approved amendments relating to realignment of the underlying shares in strict relation to the allotment ratio applied for
the Demerger, allowing beneficiaries to receive one ordinary Fiat S.p.A. share and one ordinary Fiat Industrial S.p.A. share for each original option, with the
option exercise price remaining unchanged.
The contractual terms of the plan are as follows:
Plan Beneficiary Expiry date
Exercise
price (€)
No. of options
granted Vesting date Vesting portion
Stock Option
November 2006
Chief Executive Officer 3 November 2014 13.37 5,000,000 November 2007
November 2008
November 2009
November 2010
25%
25%
25%
25%
Stock Option
November 2006
Chief Executive Officer 3 November 2014 13.37 5,000,000 1st Quarter 2008 (*)
1st Quarter 2009 (*)
1st Quarter 2010 (*)
1st Quarter 2011 (*)
25%*NMC
25%*NMC
25%*NMC
25%*NMC
Stock Option
November 2006
Managers 3 November 2014 13.37 10,000,000 1st Quarter 2008 (*)
1st Quarter 2009 (*)
1st Quarter 2010 (*)
1st Quarter 2011 (*)
25%*NMC
25%*NMC
25%*NMC
25%*NMC
(*) On approval of the prior year’s consolidated financial statements; subject to continuation of the professional relationship
With specific reference to options granted under the 2006 Stock Option Plan, for which vesting was subject to the achievement of pre-established
profitability targets, only the first tranche (i.e. 25%) of those rights have vested as the profitability targets originally established for the 3-year period 2008-
2010 were not met.
A summary of outstanding stock options at 31 December 2011 is as follows:
Managers’ compensation Compensation as member of the Board
Exercise price (e)
Options
outstanding at
31 December 2011
Options
outstanding at
31 December 2010
Average remaining
contractual life
(years)
Options
outstanding at
31 December 2011
Options
outstanding at
31 December 2010
Average remaining
contractual life
(years)
6.583 - - - 10,670,000 10,670,000 4.0
13.370 1,636,875 2,101,250 2.8 6,250,000 6,250,000 2.8
Total 1,636,875 2,101,250 16,920,000 16,920,000