Barclays 2006 Annual Report Download - page 143

Barclays PLC
Annual Report 2006 139
Governance
2
Chairman and executive Directors: plans used in previous years (ESOS, ISOP and the BGI EOP)
The Chairman and executive Directors continue to have interests in Barclays PLC ordinary shares under ESOS(a) and ISOP(b) and in BGI Holdings
under the BGI EOP(c) (as indicated in the table below). No awards were made to Directors under these plans during 2006.
Chairman and executive Directors: awards under plans used in previous years(g)
Maximum Maximum
number of number of Weighted Target/vested
shares under shares under average number
option Market option exercise of shares
at price on at 31stprice of Date from Latest at 31st
1st January During 2006 exercise December outstanding which expiry December
2006 Exercised Lapsed date 2006 options exercisable date 2006(d)
££
Chairman
Matthew W Barrett
ESOS(e) 766,628 – – – 766,628 4.43 06/09/02 03/10/09 766,628
ISOP 2,832,000 2,000,000 – 7.11 832,000 4.45 18/05/03 11/03/11 832,000
Executive Directors
John Varley
ISOP 2,060,000 – – – 2,060,000 4.45 18/05/03 22/03/14 920,000
Robert E Diamond Jr
ESOS 100,000 – – – 100,000 3.97 14/08/01 13/08/08 100,000
ISOP 1,340,000 – – – 1,340,000 4.42 12/03/04 22/03/14 560,000
BGI EOP 200,000 100,000 – 77.60 100,000 20.11 26/03/07 26/03/14 100,000
Gary Hoffman
ISOP 1,520,000 200,000 – 6.93 1,320,000 4.40 12/03/04 22/03/14 540,000
Naguib Kheraj
ESOS 60,000 – – – 60,000 3.97 14/08/01 13/08/08 60,000
ISOP 1,360,000 – – – 1,360,000 4.40 12/03/04 22/03/14 520,000
David Roberts
ISOP 1,300,000 260,000 – 7.15 1,040,000 4.33 14/03/06 22/03/14 260,000
Frits Seegers(f )
––––––––––
Notes
(a) Under ESOS, options granted (at market value) to executives were exercisable only if the growth in Barclays earnings per share over the three-year period was at least
equal to the percentage increase in the UK Retail Prices Index plus 6% over the same period. The performance condition for the 1999 ESOS grant was met.
(b) Under ISOP, executives were awarded options (at market value) over Barclays shares which are normally exercisable after three years. The number of shares over
which options can be exercised depends upon performance against specific performance conditions. For ISOP awards granted in 2000 to 2003, the first 40,000 target
shares under option for each award was subject to an EP performance condition, tested over a period of three years. Any amount above 40,000 target shares was
subject to a relative TSR performance condition, to be tested initially over three years. Because the TSR performance condition was not met over three years in relation
to the awards in 2003, the TSR condition was tested over a period of four years from the original start date. Awards in 2004 were subject to a relative TSR performance
condition. For the 2003 and 2004 grants under ISOP, which become exercisable in 2007, Barclays was ranked sixth in the peer group under the TSR performance
condition. This was sufficient for only 25% of the maximum number of shares under the TSR condition to vest. The remaining 75% will lapse.
(c) Robert E Diamond Jr received a grant under the BGI EOP in March 2004. He was not a Director of Barclays PLC at that time. The BGI EOP is an option plan, approved by
shareholders in 2000 and offered predominantly to participants in the US. Under the BGI EOP, participants receive an option to purchase shares in Barclays Global
Investors UK Holdings Limited. The exercise price is based on the fair value at the time of grant. The option normally vests in three equal tranches on the first, second,
and third anniversary of the date of grant. Participants must, in accordance with the Articles of Association of Barclays Global Investors UK Holdings Limited, keep their
shares for 355 days after the date of exercise, before they may be offered for sale. In line with market practice, the options were not subject to performance conditions.
Robert E Diamond Jr is not eligible to receive further awards under the BGI EOP. The shares shown in respect of the BGI EOP in the above table are shares in Barclays
Global Investors UK Holdings Limited.
(d) The number of shares shown for ISOP options represents the target award shares under option, or the actual number of shares under option if the award had vested
as at 31st December 2006. The target number of shares takes account of the stretch in the performance condition and the probability of vesting.
(e) The independent trustee of the Barclays Group (PSP) Employees’ Benefit Trust granted Matthew W Barrett a share award in 1999 comprising an option on similar
terms to options granted under ESOS. For convenience these are described as granted under ESOS in the above table.
(f) Frits Seegers was appointed as an executive Director on 10th July 2006 and therefore no participation in the above plans has been offered to him.
(g) Nothing was paid by the participants on the grant of options.