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41
Remuneration Committee Report Aer Lingus Group Plc – Annual Report 2010
Table 2.2 Interest of Directors in offi ce at 31 December 2010 in the shares of the Group
31 December 2010
Number of shares
1 January 2010*
Number of shares
Colm Barrington 150,000 60,000
David Begg 500 500
Montie Brewer (1) - -
Leslie Buckley 110,200 65,000
Thomas Corcoran 8,800 8,800
Laurence Crowley - -
Ivor Fitzpatrick (2) 14,317 14,317
Danuta Gray 23,863 23,863
Francis Hackett 9,544 9,544
Colin Hunt 5,000 5,000
Michael Johns 4,772 4,772
Andrew Macfarlane (3) (4) 25,000 -
Thomas Moran 20,000 20,000
Christoph Mueller (5) (6) (7) 125,000 50,000
Nicola Shaw 23,945 -
* Or date of appointment if later
There was no change in the Directors’ interests in the period between 31 December 2010 and 25 March 2011, except that on 9 March 2011
Mr Andrew Macfarlane acquired an additional 10,000 shares and that on 18 March 2011, Mr Tom Moran acquired an additional 20,000 shares.
(1) Mr Montie Brewer was appointed as a Director on 25 January 2010.
(2) Mr Ivor Fitzpatrick retired as a Director on 31 December 2010.
(3) Mr Andrew Macfarlane was appointed as a Director on 3 October 2010.
(4) During the year ended 31 December 2010, Mr Andrew Macfarlane was granted conditional awards of 407,970 shares under the LTIP in respect
of the vesting period 1 January 2010 to 31 December 2012, resulting in total holdings under the LTIP of 407,970 shares. Any vesting of these
shares is subject to the achievement of the performance targets outlined above.
(5) On 8 September 2009, Mr Christoph Mueller was granted share options in respect of 1,500,000 shares. Subject to achieving the conditions
specified in the Share Option Deed, the exercise price of the share options is as follows: The exercise price in respect of the options over
500,000 shares which may become exercisable on or after the 7th September 2012 is 110% of €0.521 per share (being the average closing
share price on the five days prior to the date of grant); the exercise price in respect of the options over 500,000 shares which may become
exercisable on or after the 7th September 2013 is 130% of €0.521 per share (being the average closing share price on the five days prior to
the date of grant) and the exercise price in respect of the options over 500,000 shares which may become exercisable on or after the 7th
September 2014 is 170% of €0.521 per share (being the average closing share price on the five days prior to the date of grant).
(6) On 8 September 2009, Mr Christoph Mueller was granted a conditional award in respect of 500,000 shares. The shares which are the subject
of the share award will vest on 1st September 2011 subject to Mr. Mueller remaining in the employment of the group on that date.
(7) During the year ended 31 December 2010, Mr Christoph Mueller was granted conditional awards of 450,664 shares under the LTIP in respect
of the vesting period 1 January 2010 to 31 December 2012, resulting in total holdings under the LTIP of 450,664 shares. Any vesting of these
shares is subject to the achievement of the performance targets outlined above.
Table 2.3 Share Options
As at 31 December 2010 and subject to achieving the closing market share prices (as set out in the third column) below, for at least 25 of the 40 days
prior to the relevant dates noted below, there are outstanding options over 1,500,000 ordinary shares granted to Mr. Christoph Mueller composed as follows:
No. of
ordinary
shares
Closing market share price
and relevant date for option
to become exercisable
Exercise price Normal dates exercisable
Mr. Christoph Mueller 500,000 €1.00 / 7th September 2012 €0.573 (1) 7th September 2012 until 7th September 2019
500,000 €1.60 / 7th September 2013 €0.677(2) 7th September 2013 until 7th September 2019
500,000 €2.20 / 7th September 2014 €0.886(3) 7th September 2014 until 7th September 2019
(1) 110% of €0.521 per share (2) 130% of €0.521 per share (3) 170% of €0.521 per share
Colm Barrington Christoph Mueller
Chairman Director
Approved by the Board of Directors on 25 March 2011
Report of the Remuneration Committee on Directors’ Remuneration (continued)