Chrysler 2011 Annual Report Download - page 365

Motions
for AGM
364
b) Incentive Plan, resolutions pursuant to Article 114-bis of Legislative Decree 58/1998
Dear Shareholders,
Pursuant to Article 114-bis of the Legislative Decree February 24, 1998 no. 58 (the “Financial Act”), we hereby submit the motions approved by the
Board of Directors on February 22, 2012 for your approval.
Specifically, these motions relate to the adoption of a new equity incentive plan aimed at providing a medium to long term incentive with performance and
retention component to the overall compensation package of the Beneficiaries, as better identified below, thereby providing the Group with an instrument
that is more closely aligned to the current competitive environment in the automotive sector globally and to the specific needs of the Group and long term
shareholder interests.
The Plan (as defined below) takes the form of stock grants and entitles the relevant beneficiaries to receive, under specific conditions and without cash
consideration, a number of Fiat S.p.A. (the “Company”) ordinary shares (the “Shares”) equivalent to the number of rights granted (the “Rights”).
The first part of the Plan is the Company Performance Long Term Incentive (“Company Performance LTI”) and provides for the allocation of a maximum
14 million rights to the Beneficiaries as identified in more detail below - subject to: (i) the achievement of pre-established financial performance objectives
for the performance period starting on January 1, 2012 and ending on December 31, 2014, and (ii) the continuation of the professional relationship
with the Group.
The second component of the Plan is the Retention Long Term Incentive (“Retention LTI” and together with the Company Performance LTI, the “Plan”)
with an allocation of a maximum of 17 million rights, subject to a certain level of individual performance and continuation of the professional relationship
with the Group.
The CEO of the Company, Mr. Sergio Marchionne, is a beneficiary of the Retention LTI.
This report was prepared in conformity with the instructions for disclosure provided as a schedule to the Issuers’ Regulation no. 11971/1999 (the “Issuers’
Regulation”).
Definitions
For the purpose of this Report the terms listed below shall have the respective meaning set forth in this Section:
Beneficiaries: the beneficiaries of (either or both parts of) the Plan, including, as to the Retention LTI, the Company’s CEO, Mr. Sergio Marchionne
Company: Fiat S.p.A.
Company Performance LTI: the part of the Plan directly linked with the achievement of pre-established financial performance objectives for the
performance period starting on January 1, 2012 and ending on December 31, 2014
Compensation Committee: the Compensation Committee of the Company
Financial Act: Legislative Decree February 24, 1998 no. 58, as subsequently amended
Issuers’ Regulation: Issuers’ Regulation No. 11971/1999 issued by Consob on May 14, 1999 and its Annexes, as subsequently amended
Plan: the Company Performance LTI and the Retention LTI
Retention LTI: the part of the Plan directly linked with the continuing employment relationship with the Company during the vesting period
Rights: the number of rights that, upon fulfillment of the vesting conditions provided for in the Plan, will convert in an equal number of shares to be
delivered to the Beneficiaries
Share: the Company’s ordinary share