Barclays 2008 Annual Report Download - page 187

2
Governance
Share and Long Term Incentive Plans (continued)
Table 26: Plans under which awards not made in 2008
Executive
Directors
Plan name Eligible? Description
ISOP Yes – The Incentive Share Option Plan is a share option plan under which share options were granted to
(Incentive Share selected employees (including executive Directors). No options have been granted since 2004.
Option Plan) – ISOP contains HMRC approved and unapproved parts.
– Options were awarded at the market price at the date of grant calculated in accordance with the rules of the plan.
– Options granted had an EP threshold and a TSR performance condition associated with them. Options were normally
exercisable between three and ten years of the grant date.
– All options granted which met these performance criteria have now vested and are exercisable.
– On cessation of employment eligible leavers (as defined) normally are able to exercise their options; for other leavers,
options normally lapse.
– On a change of control options would remain exercisable for a specified period.
– The plan was approved for a ten year period by shareholders in April 2000.
ESOS n/a – The Executive Share Option Scheme is a share option plan under which share options were granted to
(Executive Share selected employees (including executive Directors). No options have been granted since 2000.
Option Scheme) – Options were awarded at the market price at the date of grant calculated in accordance with the rules of the plan.
– Options were normally exercisable between three and ten years of the grant date. All options are now vested.
– On cessation of employment eligible leavers (as defined) normally are able to exercise their option
pro-rated for performance; for other leavers, options normally lapse.
– On a change of control options remain exercisable for a specified period.
– The plan was adopted for a ten year period by shareholders in 1990.
BGI EOP No – BGI is Barclays asset management business headquartered in San Francisco. The BGI Equity Ownership Plan
(BGI Equity (BGI EOP) was approved by shareholders at Barclays 2000 AGM to provide the employee share incentive
Ownership Plan) arrangements required to recruit and retain the quality of senior management and investment talent appropriate for
building a global investment management business.
– The BGI EOP was designed to provide participants with a long-term equity interest in BGI to meet the expectations
of, in particular, BGI’s key investment talent in the United States, who could expect to participate in the equity of their
employer. Under the terms of the BGI EOP, options were granted at fair value to key BGI employees over shares in
Barclays Global Investors UK Holdings Limited (BGI Holdings) within an overall cap of 20%of the issued ordinary
share capital of BGI Holdings.
– No options were granted under the BGI EOP in 2008 and no further options will be granted. The plan will not be
renewed in 2010 when it comes to the end of its life.
– All grants of options were approved by the Committee. The Committee is also advised of option exercises and share
sales by employees. Employees who were executive Directors of Barclays PLC at the date of grant were not eligible to
receive options under the BGI EOP.
– In summary the BGI EOP operated as follows:
– certain key BGI employees were granted options over shares in BGI Holdings;
– the option exercise price was based on the fair value of a BGI Holdings share at the date of grant determined by an
independent appraiser;
– the options generally vest evenly over a three-year period and can be exercised during the exercise windows which
generally occur twice annually;
– option holders are required to fund the exercise without any financial support from any member of the
Barclays Group.
– Once employees become shareholders, they are subject to the Articles of BGI Holdings under which:
– shareholders are required to hold the shares for a minimum of 355 days. As shareholders, employees derive
the full risks and rewards of ownership, including voting rights and entitlement to any ordinary dividends paid by
BGI Holdings;
– on expiry of the minimum holding period, shareholders may, but are not obliged to, offer their shares for sale
to Barclays Bank PLC during the sales windows which generally occur twice annually;
– Barclays Bank PLC, at its discretion, has a right to purchase shares so offered, but is not obliged to do so.
– The table below contains information on the number of shares in BGI Holdings over which options were granted,
outstanding and exercised in 2007 and 2008:
Number Number
granted outstanding Number
during year at year end exercised
Year (000s) (000s) (000s)
2007 2,599 7,502 1,632
2008 – 6,584 550
– In 2008 BGI employees exercised options over 0.5m (2007: 1.6m) shares for consideration of £19m (2007: £57m);
Barclays Bank PLC purchased 1.8m (2007: 4.9m) shares offered for sale by shareholders for consideration of £157m
(2007: £488m). As at 31st December 2008, employees owned 4.5%of BGI Holdings (2007: 5.9%).
Barclays PLC Annual Report 2008 185