Chrysler 2011 Annual Report Download - page 306

305
Fiat S.p.A. - Statutory
Financial Statements
at 31 December 2011
Changes during the year were as follows:
Managers’ compensation Compensation as member of the Board
Number
of options
Average
exercise price
(€)
Number
of options
Average
exercise price
(€)
Outstanding at the beginning of the year 2,101,250 13.37 16,920,000 9.09
Granted - - - -
Forfeited - - - -
Exercised (433,125) 13.37 - -
Expired (31,250) 13.37 - -
Outstanding at 31 December 2011 1,636,875 13.37 16,920,000 9.09
Exercisable at 31 December 2011 1,636,875 13.37 16,920,000 9.09
Exercisable at 31 December 2010 - - 5,000,000 13.37
As they were already fully vested at 31 December 2010, the above stock option plans did not lead to any nominal cost for 2011. In 2010, the Group
recognized a total nominal cost of €4.9 million in the income statement for plans outstanding.
Granting of ordinary shares of Fiat S.p.A. and Fiat Industrial S.p.A. without payment
On 23 February 2009, the Board of Directors of Fiat S.p.A. passed an incentive plan which was subsequently approved by Shareholders in their annual
general meeting on 27 March 2009, based on the granting of rights which, subject to the achievement of predetermined performance targets (Non-Market
Conditions or “NMC”) for 2009 and 2010 and the continuation of the professional relationship with the Group, provided for 2 million Fiat S.p.A. ordinary
shares to be granted to the CEO of Fiat S.p.A. without payment. Under this plan the rights vested in a single tranche on the approval of the Group’s 2010
consolidated financial statements by the Board of Directors and the number of shares granted is determined as 25% of the rights granted in the event of
reaching the 2009 targets and 100% of the rights granted in the event of reaching the 2010 targets. The Group’s predetermined profitability targets relating
to 2009 were reached.
On 26 March 2010, Shareholders in general meeting introduced a pure retention component of 2 million additional rights into the Plan on the proposal
of the Board of Directors; the vesting of these rights is subject to the sole condition that the CEO’s professional relationship with the Group continues
until the approval of the 2011 Consolidated financial statements. Moreover, the term of the original plan was also extended until the approval of the 2011
Consolidated financial statements and the targets for 2010 and 2011 were redefined.
Subsequently, taking into consideration the proposed Demerger and applying the rules of the respective plans, at its meeting on 21 July 2010 the Board
of Directors approved the alignment of the type of shares underlying the plan in strict relation to the allotment ratio applicable for the Demerger. The
beneficiaries of the stock grant rights will therefore receive one ordinary Fiat S.p.A. share and one ordinary Fiat Industrial S.p.A. share for each right held, with
the free granting of shares remaining unchanged and subject to the original conditions of the continuation of a professional relationship and/or achievement
of specific performance objectives for 2010 and 2011, consistent with the 2010-2014 Business Plan. And in particular the portion of the objectives relating
to the post-Demerger Fiat Group as originally established as part of the total objectives for the pre-Demerger Fiat Group. Finally, on 18 February 2011, after
consultation with the Compensation Committee, the Board of Directors verified the vesting of 375,000 rights following the achievement of the assigned
operating targets and, in the light of the extraordinary transactions occurring during the year, in addition voted to make vesting of the remaining rights, which
was dependent on the achievement of 2011 performance objectives, conditional only on the continuation of a professional relationship with the Group until
the end of 2011.