ING Direct 2015 Annual Report Download - page 81

Contents
Who we are
Report of the
Management
Board
Corporate
Governance
Consolidated
annual accounts
Parent company
annual accounts
Other
information
Additional
information
Notes to the Consolidated annual accounts of ING Bank - continued
Stock option and share plans
ING Groep N.V. has granted option rights on ING Groep N.V. shares and conditional rights on depositary receipts (share awards) for ING
shares to a number of senior executives of the Bank (members of the Management Board, general managers and other officers
nominated by the Management Board), to a considerable number of employees of ING Bank. The purpose of the option and share
schemes, is to attract, retain and motivate senior executives and staff.
ING grants three types of share awards, deferred shares, performance shares and upfront shares. The entitlement to the share
awards is granted conditionally. If the participant remains in employment for an uninterrupted period between the grant date and the
vesting date, the entitlement becomes unconditional. In addition to the employment condition, the performance shares contain a
performance condition. The number of ING depositary receipts that would ultimately be granted at the end of a performance period is
dependent on ING’s performance over that period. Upfront and deferred shares, with retention periods as soon as it becomes
unconditional, were awarded to the Management Board members of ING Bank as well as identified staff. ING has the authority to
apply an hold back to awarded but unvested shares and a claw-back to vested shares.
The informationpresented below on stock options and share plans on ING Groep N.V. shares includes personnel employed by entities
that are presented as continuing operations as well as held for sale.
In 2015, no share awards (2014: nil; 2013: nil) were granted to the members of the Executive Board of ING Groep N.V., 106,013 share
awards (2014: 125,383; 2013: 159,988) were granted to the Management Board of ING Bank. To senior management and other
employees of ING Bank 6,088,240 share awards (2014: 5,342,269; 2013: 8,089,093) were granted.
Every year, the ING Group Executive Board decides whether the option and share schemes are to be continued and, if so, to what
extent. In 2010, the Group Executive Board decided not to continue the option scheme as from 2011. The existing option schemes up
and until 2010 will be run off in the coming years.
The option rights are valid for a period of five or ten years. Option rights that are not exercised within this period lapse. Option rights
granted will remain valid until the expiry date, even if the option scheme is discontinued. The option rights are subject to certain
conditions, including a pre-determined continuous period of service. The exercise prices of the options are the same as the quoted
prices of ING Groep N.V. shares at the date on which the options are granted.
As at 31 December 2015, ING Group holds no own shares (2014: nil; 2013: nil) in order to fulfil its obligations with regard to the existing
stock option plan.
The obligations with regard to the existing stock option plan and the share plans will be funded either by cash or by newly issued
shares at the discretion of ING Group.
Options outstanding
(in numbers)
Weighted average exercise price
(in euros)
2015
2014
2013
2015
2014
2013
Opening balance
32,146,647
41,354,477
51,371,539
16.84
15.98
14.82
Exercised
–2,400,791
–2,765,824
–2,924,484
6.97
4.83
3.65
Forfeited
–210,860
–350,831
–625,828
16.34
15.98
11.32
Expired
–6,595,947
–6,091,175
–6,466,750
18.08
16.54
12.80
Closing balance
22,939,049
32,146,647
41,354,477
17.52
16.84
15.98
The weighted average share price at the date of exercise for options exercised during 2015 is EUR 13.62 (2014: 10.60; 2013: EUR 8.24).
Options non-vested
(in numbers)
Weighted average grant date fair value
(in euros)
2015
2014
2013
2015
2014
2013
Opening balance
9,535,407
3.26
Vested
–9,230,828
3.26
Forfeited
–304,579
3.21
Closing balance
–
–
0
–
–
0.00
Changes in option rights outstanding
Changes in option rights non-vested
ING Bank Annual Report 2015 79