Barclays 2009 Annual Report Download - page 185

www.barclays.com/annualreport09 Barclays PLC Annual Report 2009 183
Share and long-term incentive plans
Barclays operates a number of Group-wide plans. Summaries of the principal plans are set out below. Barclays has a number of employee benefit trusts
which operate with these plans. In some cases, the trustees grant awards and purchase shares in the market to satisfy awards as required, in others, new
issue or treasury shares may be used to satisfy awards where the appropriate shareholder approval has been obtained. The number of shares held by
the trustees is set out in Note 44 on pages 263 and 264. The limits on the issue of new shares comply with the guidelines issued by the Association of
British Insurers.
Table 20: Plans under which awards made in 2009
Executive
Directors
Plan name eligible? Description
Performance Yes – PSP is a performance related share plan under which awards of Barclays PLC shares may be made to selected
Share Plan employees (including executive Directors), subject to trustee discretion.
(PSP) – The PSP trustee may select any employee of the Group to participate in the plan.
– Awards are granted by the PSP trustee, in consultation with the Remuneration Committee and are communicated
as provisional allocations to participants. No right to the shares arises until the PSP trustee releases the shares.
– Participants do not pay for a grant or release of an award.
– Awards are normally releasable on or after the third anniversary of grant, to the extent that applicable performance
conditions are satisfied, subject to trustee discretion.
– Any awards released may also include an additional number of shares equivalent to any dividends that would have
been paid on the shares between the date of grant and release.
– Normally, the maximum expected value of an award made to an employee at the date of grant is the higher of 150%
of base salary, or 75% of base salary and target bonus. Maximum awards reflect the relevant market for each
executive Director. Awards are communicated on grant as an expected value. This is a single value for the award at
grant, which takes into account the sum of the various possible performance and vesting outcomes.
– On cessation of employment, eligible leavers (as defined) normally receive an award pro rated for time and
performance subject to trustee discretion. For other leavers, awards will normally lapse.
– On a change of control awards may vest at the PSP trustee’s discretion and may be pro rated for time and
performance to the date of change of control.
– PSP is not an HMRC approved plan.
– The plan was approved for a ten year period by shareholders in April 2005.
Executive Share Yes – ESAS is a deferred share award plan operated in conjunction with various Group bonus plans for selected employees
Award Scheme (including executive Directors), subject to trustee discretion.
(ESAS) – Awards are granted by the ESAS trustee having first consulted with the Remuneration Committee.
– For certain eligible employees a proportion of discretionary annual bonus is delivered in cash and a proportion is as
a recommended mandatory provisional allocation of Barclays PLC shares under ESAS.
– The mandatory provisional allocation will normally include bonus shares equal to 30% of the value of the deferred
bonus amount awarded in shares.
– Under mandatory ESAS awards, nil cost options are typically granted three years from award, subject to the discretion
of the ESAS trustee. Participants may then call for the shares plus two thirds of the bonus shares and any associated
dividend shares. If the nil cost option is not exercised by the end of the two year period, the ESAS trustee may release
all shares, bonus shares and any dividend shares to the participant.
– In addition to mandatory ESAS, participants may also request to waive any bonus (or part of a bonus) to which they
may become entitled and request that a voluntary ESAS award be made to them in the form of a nil cost option.
Voluntary ESAS awards are typically fully exercisable after five years, and include bonus shares equal to 30% of the
waived bonus amount. Dividend shares may be awarded, as per mandatory ESAS awards.
– On cessation of employment, a participant may forfeit an award depending on the reason for leaving. Special
provisions apply on a change of control.
– ESAS is also used to make certain awards to facilitate the retention and recruitment of new joiners to the Group who
have forfeited share awards on leaving previous employment. Typically bonus shares are not awarded, though
dividend shares may be awarded, as per mandatory ESAS awards.
– ESAS is not an HMRC approved plan.
Incentive shares No – Incentive shares are discretionary share awards that may be made to selected employees (excluding executive
Directors), subject to trustee discretion.
– Shares are normally released after three years, subject to continued employment and the discretion of the trustee.
Dividends received are normally awarded as additional shares and released at the same time.
– On cessation of employment eligible leavers (as defined) normally receive an award pro rated for time in employment,
subject to the discretion of the trustee; for other leavers, awards will normally lapse.
– On a change of control awards may vest, pro rated for time to the date of change of control, subject to the discretion
of the trustee.
– Incentive shares is not an HMRC approved plan.