Vodafone 2003 Annual Report Download - page 66

Vodafone Group Plc Annual Report & Accounts and Form 20-F 2003
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BOARD’S REPORT TO SHAREHOLDERS ON DIRECTORS’ REMUNERATION Continued
Share options
The following information summarises the directors’ options under the Vodafone Group Plc Savings Related Share Option Scheme, the Vodafone Group 1998 Sharesave
Scheme, the Vodafone Group Plc Executive Share Option Scheme and the Vodafone Group 1998 Company Share Option Scheme, which are all Inland Revenue
approved schemes. The table also summarises the directors’ options under the Vodafone Group Plc Share Option Scheme, the Vodafone Group 1998 Executive Share
Option Scheme, the AirTouch Communications, Inc. 1993 Long Term Stock Incentive Plan and the Vodafone Group Plc 1999 Long Term Stock Incentive Plan, which are
not Inland Revenue approved. No other directors have options under any of these schemes. Only under the Vodafone Group 1998 Sharesave Scheme may shares be
offered at a discount in future grants of options. Weighted
Options held at Options Options average Earliest
1 April 2002 granted exercised Options Options exercise date from Latest
or date of during during the lapsed during held at price at which expiry
appointment the year (1) year the year 31 March 2003 31 March 2003 exercisable date
Number Number Number Number Number Pence
Sir Christopher Gent 16,085,639 9,294,123 14,375 – 25,365,387 166.8 Jul 00 Jul 12
Peter Bamford 7,861,728 4,350,652 – 7,627 12,204,753 166.0 Jul 00 Jul 12
Vittorio Colao(2) 100,146 2,911,465 ––3,011,611 99.2 Jul 04 Jul 12
Thomas Geitner 7,689,301 3,507,178 ––11,196,479 173.2 Jul 03 Jul 12
Julian Horn-Smith 10,352,949 5,776,841 330,375 5,314 15,794,101 151.7 Jul 00 Jul 12
Ken Hydon 8,363,852 4,350,652 14,375 4,576 12,695,553 159.6 Jul 00 Jul 12
Arun Sarin(3),(4) 11,250,000 –––11,250,000 194.2 Jun 99 Jul 06
61,703,615 30,190,911 359,125 17,517 91,517,884
Notes:
(1) The weighted average exercise price of options over shares in the Company granted during the year and listed above is 97 pence. The earliest date from which they are exercisable is
August 2005 and the latest expiry date is July 2012. For a description of the performance and vesting conditions see “Medium/long term incentives”on pages 58 and 59.
(2) On 4 November 2002, as a consequence of a financial restructuring of the Group’s holding companies, the vesting of options over Vodafone Italy shares granted to Vittorio Colao prior
to his appointment to the Board was accelerated and the options became exercisable and were exercised. One third of the net proceeds of 13,433,914 arising on exercise was used
to buy shares in Vodafone Group Plc. To redress the shortened option term, Vittorio Colao was granted a further option on 17 December 2002 over 10,355 shares in Vodafone Omnitel
N.V., at an exercise price of 11,381.02, which will vest and become exercisable on 30 June 2003, the original vesting date of the Vodafone Italy options. These options will lapse on
1 July 2003 if not exercised. All future option grants to Vittorio Colao will be made over Vodafone Group Plc shares.
(3) All options held by Arun Sarin are held in the form of American Depositary Shares, each representing ten ordinary shares of the Company, which are traded on the New York Stock
Exchange. The number of ADSs over which Arun Sarin holds options is 1,125,000.
(4) The terms of Arun Sarin’s share options allow exercise until the earlier of the date on which Arun Sarin ceases to be a director of the Company and the seventh anniversary of the
respective dates of grant. The weighted average exercise price of options held by Arun Sarin has been translated at the average exchange rate for the year of $1.5446:£1.
The aggregate number of options granted during the year to the Company’s senior management is 18,487,814. The weighted average exercise price of the options granted to senior
management during the year is 93.1 pence. The earliest date from which they are exercisable is 1 July 2005 and the latest expiry date is 31 July 2012. The weighted average exercise
price of options granted to US-based senior management has been translated at the average exchange rate for the year of $1.5446:£1.
Further details of options outstanding at 31 March 2003 are as follows:
Exercisable Exercisable Not yet exercisable
Market price greater than Option price greater than
option price(1) market price(1)
Weighted Weighted Weighted
average Latest average Latest average Earliest date
Options exercise expiry Options exercise expiry Options exercise from which
held price date held price date held price exercisable
Number Pence Number Pence Number Pence
Sir Christopher Gent 178,000 58.7 Jul 04 1,052,500 192.3 Jul 09 24,134,887 166.5 Jul 03
Peter Bamford 150,500 58.7 Jul 04 563,500 181.5 Jul 09 11,490,753 166.7 Jul 03
Vittorio Colao ––––––3,011,611 99.2 Jul 04
Thomas Geitner ––––––11,196,479 173.2 Jul 03
Julian Horn-Smith 1,254,500 58.7 Jul 04 320,000 189.3 Jul 09 14,219,601 159.1 Jul 03
Ken Hydon 1,044,000 58.7 Jul 04 348,500 191.0 Jul 09 11,303,053 168.0 Jul 03
Arun Sarin(2) 5,000,000 104.40 Apr 05 6,250,000 266.09 Jul 06 –––
7,627,000 8,534,500 75,356,384
Notes:
(1) The market price is the closing middle market price of the Company’s ordinary shares at 31 March 2003 of 113p.
(2) Arun Sarin’s share options are in respect of American Depositary Shares, each representing ten ordinary shares in the Company, which are traded on the New York Stock Exchange.
The number and option price have been converted into the equivalent amounts for the Company’s ordinary shares, with the option price being translated at the average exchange rate
for the year of $1.5446:£1.