Chrysler 2013 Annual Report Download - page 309

308 Fiat S.p.A.
Statutory Financial
Statements
at 31 December 2013
Notes
Changes during 2012 were as follows:
Number of ordinary
shares
Total carrying value
(€ thousands)
Average unitary value
(€) % share capital
31 December 2011 38,568,458 288,883 7.490 3.02%
Assignment to Chief Executive Officer of shares vested
under the 2009 stock grant plan (4,000,000) (29,960) 7.490 -0.31%
Purchases following conversion of preference and savings
shares into ordinary shares 9,308 34 3.725 -
31 December 2012 34,577,766 258,957 7.489 2.77%
Share-based compensation
The following share-based compensation plans for the Chief Executive Officer of Fiat S.p.A. and Group managers were in place at
31 December 2013 and 2012.
Stock option plans linked to Fiat S.p.A. and CNH Industrial N.V. ordinary shares
On 26 July 2004, the Board of Directors granted the Chief Executive Officer options to purchase 10,670,000 Fiat S.p.A. ordinary shares, at a
price of €6.583 per share, as a part of his variable compensation. Those options are fully-vested and exercisable at any time until 1 January 2016.
Following the demerger of Fiat Industrial (now CNH Industrial), each option entitles him to receive one Fiat S.p.A. ordinary share and one
CNH Industrial N.V. common share, with the original strike price remaining unchanged.
At 31 December 2013, the features of the stock option plan were as follows:
Plan Beneficiary
Date of
amendment Expiry date
Strike price
(€)
N° of options
granted Vesting date Vested portion
Stock Options
July 2004
(modified)
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 ratification by shareholders on 5 April 2007) an eight-year stock
option plan, which granted the Chief Executive Officer of Fiat S.p.A. and certain Group managers the right to purchase a specified number
of Fiat S.p.A. ordinary shares at a fixed price of €13.37 per share. The options granted to managers (10,000,000) and the Chief Executive
Officer (5,000,000) vested in equal annual portions over a period of four years, subject to the achievement of certain pre-established profitability
targets (Non-Market Conditions or “NMC”), and became exercisable from the date of approval of the 2010 financial statements. An additional
5,000,000 options were granted to the Chief Executive Officer, which also vested in equal annual portions over a period of four years and
became exercisable from November 2010. All options under the plan are subject to specific conditions relating to length of employment 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 to realign the allocation of underlying shares to the share allotment ratio applicable to the demerger, resulting in
beneficiaries having the right to receive one Fiat S.p.A. ordinary share and one Fiat Industrial S.p.A. (now CNH Industrial N.V.) ordinary share
for each original option, with the option exercise price remaining unchanged.