Chrysler 2015 Annual Report Download - page 197

2015 | ANNUAL REPORT 197
Restricted Share Units
During the year ended December31, 2015, FCA awarded 5,196,550 Restricted Share Units (“RSU awards”) to certain
key employees of the Company which represent the right to receive FCA shares. These shares will vest in three equal
tranches in February of 2017, 2018 and 2019. None of the outstanding RSU awards were forfeited and none of the
outstanding RSU awards had vested as of December31, 2015.
Total expense for the PSU awards and RSU awards of approximately €54 million was recorded for the year ended
December31, 2015. As of December31, 2015, the Group had unrecognized compensation expense related to the
non-vested PSU awards and RSU awards of approximately €178 million based on current forfeiture assumptions,
which will be recognized over a weighted-average period of 2.2 years. The corresponding tax benefit for the year
ended December 31, 2015 was €7 million.
Chief Executive Officer - Special Recognition Award
On April 16, 2015, Shareholders of FCA approved a grant of 1,620,000 common shares to the Chief Executive
Officer, which vested immediately. This grant was for recognition of the Chief Executive Officer’s vision and guidance
in the formation of Fiat Chrysler Automobiles N.V., which created significant value for the Company, its shareholders,
stakeholders and employees. The weighted-average fair value of the shares at the grant date was €15.21
(U.S.$16.29), measured using FCA’s share price on the grant date. A one-time charge of €24.6 million was recorded
within Selling, general and administrative costs during the year ended December31, 2015 related to this grant.
Stock option plans linked to Fiat and CNHI ordinary shares
On July26, 2004, the Board of Directors granted the Chief Executive Officer, as a part of his variable compensation
in that position, options to purchase 10,670,000 Fiat ordinary shares at a price of €6.583per share. Following the
de-merger of CNHI from Fiat, the beneficiary had the right to receive one ordinary Fiat share and one ordinary CNHI
share for each original option, with the option exercise price remaining unchanged. The options were fully vested and
they were exercisable at any time until January1, 2016. The options were exercised in total in November 2014 and
the beneficiary received 10,670,000 shares of FCA since the options were exercised after the Merger, in addition to
10,670,000 CNHI shares.
On November3, 2006, the Fiat Board of Directors approved (subject to the subsequent approval of Shareholders
obtained on April5, 2007), the “November 2006 Stock Option Plan”, an eight year stock option plan, which granted
certain managers of the Group and the Chief Executive Officer of Fiat the right to purchase a specific number of Fiat
ordinary shares at a fixed price of €13.37 each. More specifically, the 10 million options granted to employees and
the 5 million options granted to the Chief Executive Officer had a vesting period of four years, with an equal number
vesting each year, were subject to achieving certain predetermined profitability targets (Non-Market Conditions or
“NMC”) in the reference period and were exercisable from February 18, 2011. An additional 5,000,000 options were
granted to the Chief Executive Officer of Fiat that were not subject to performance conditions but also had a vesting
period of four years with an equal number vesting each year and were exercisable from November 2010. The ability
to exercise the options was also subject to specific restrictions regarding the duration of the employment relationship
or the continuation of the position held. Following the demerger of CNHI from Fiat, the beneficiaries had the right to
receive one ordinary Fiat share and one ordinary CNHI share for each original option, with the option exercise price
remaining unchanged.