DELPHI 2013 Annual Report Download - page 130

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During the year ended December 31, 2013, Delphi sold a European manufacturing facility that was closed as a result of
its overall restructuring program, and received proceeds of approximately $20 million and recognized a gain on the disposal of
approximately $11 million in cost of sales.
21. SHARE-BASED COMPENSATION
Long Term Incentive Plan
In November 2011, the PLC LTIP was established, which allowed for the grant of awards of up to 22,977,116 ordinary
shares for long-term compensation. The PLC LTIP is designed to align the interests of management and shareholders. The
awards can be in the form of shares, options, stock appreciation rights, restricted stock, RSUs, performance awards, and other
share-based awards to the employees, directors, consultants and advisors of the Company. In 2012 and 2013, the Company
awarded annual long-term grants of RSUs under the PLC LTIP to align management compensation with Delphi's overall
business strategy. The Company has competitive and market appropriate share holding requirements. All of the RSUs granted
under the PLC LTIP are eligible to receive dividend equivalents for any dividend paid from the grant date through the vesting
date. Dividend equivalents are generally paid out in ordinary shares upon vesting of the underlying RSUs.
On June 13, 2012, 51,003 RSUs granted to the Board of Directors on November 22, 2011 vested. The grant date fair value
was approximately $1 million, and was determined based on the closing price of the Company’s ordinary shares on
November 22, 2011. Upon settlement of the RSUs, 51,003 ordinary shares were issued to members of the Board of Directors at
a fair value of approximately $1 million, of which 1,020 ordinary shares were withheld to cover the minimum U.K.
withholding taxes.
On June 14, 2012, Delphi granted 64,459 RSUs to the Board of Directors at a grant date fair value of approximately $2
million. The grant date fair value was determined based on the closing price of the Company’s ordinary shares on June 14,
2012. The RSUs vested on April 24, 2013 and 64,713 ordinary shares, which included shares issued in connection with
dividend equivalents, were issued to members of the Board of Directors at a fair value of approximately $3 million. 7,691
ordinary shares were withheld to cover the minimum U.K. withholding taxes.
On April 25, 2013 Delphi granted 37,674 RSUs to the Board of Directors at a grant date fair value of approximately $2
million. The grant date fair value was determined based on the closing price of the Company's ordinary shares on April 25,
2013. The RSUs will vest on April 2, 2014, the day before the 2014 annual meeting of shareholders.
In February 2012, Delphi granted approximately 1.88 million RSUs to its executives. These awards include a time-based
vesting portion and a performance-based vesting portion. The time-based RSUs, which make up 25% of the awards for
Delphi’s officers and 50% for Delphi’s other executives, will vest ratably over three years beginning on the first anniversary of
the grant date. The performance-based RSUs, which make up 75% of the awards for Delphi’s officers and 50% for Delphi’s
other executives, will vest at the completion of a three-year performance period at the end of 2014, if certain targets are met.
In February 2013, under the time-based vesting terms of the 2012 grant, 218,070 ordinary shares were issued to Delphi
executives at a fair value of $9 million, of which 78,692 ordinary shares were withheld to cover withholding taxes.
In February 2013, Delphi granted approximately 1.45 million RSUs to its executives. These awards include time and
performance-based components and vesting terms similar to the 2012 awards described above, as well as continuity awards.
The time-based RSUs will vest ratably over three years beginning on the first anniversary of the grant date and the
performance-based RSUs will vest at the completion of a three-year performance period at the end of 2015 if certain targets are
met.
Any new executives hired after the annual executive RSU grant date may be eligible to participate in the PLC LTIP. Any
off cycle grants made for new hires will be valued at their grant date fair value based on the closing price of the Company's
ordinary shares on the date of such grant.
Each executive will receive between 0% and 200% of his or her target performance-based award based on the Company’s
performance against established company-wide performance metrics, which are:
Metric 2013 Grant 2012 Grant
Average Return on Net Assets (1)...................................................................................... 50% 50%
Cumulative Net Income ..................................................................................................... N/A 30%
Cumulative Earnings Per Share (2).................................................................................... 30% N/A
Relative Total Shareholder return (3)................................................................................. 20% 20%