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Report of the Remuneration Committee continued
66 Unilever Annual Report and Accounts 2008
Report of the Directors
• TSR Plan
In 2008 the conditional shares awarded in 2005 vested for 50%. Vesting was based on the TSR performance of Unilever (when
ranked against its defined peer group with competitors) over the three-year performance period which ended 31 December 2007. For
this period, Unilever ranked 8th in its peer group and therefore 50% vesting occurred for this award in March 2008.
• Executive Share Options
The grants of executive share options made in 2005 became exercisable as from 2008. The 2005 award was a premium grant and
therefore at vesting no further conditions applied.
Executive Directors’ Global Share Incentive Plan
The Global Share Incentive Plan was approved by shareholders at the 2007 AGMs.
The following conditional shares were granted during 2008 and outstanding at 31 December 2008 under the Global Share
Incentive Plan:
Balance of Balance of
conditional shares at Conditional grant 2008 conditional shares at
1 January 2008 (Performance period 1 January 2008 to 31 December 2010)(a) 31 December 2008
Share type No. of shares No. of shares(a) Price at award No. of shares
Patrick Cescau NV 40 505 44 597 €21.30 85 102
PLC 40 505 44 597 1 672.00p 85 102
Jim Lawrence NV 80 462(b) 26 485(b) €21.73 106 947
PLC 80 462(b) 26 485(b) 1 743.00p 106 947
Paul Polman(c) NV – 58 752 €18.93 58 752
PLC – 58 752 1 439.00p 58 752
Kees van der Graaf NV 20 550 – – 20 550(d)
PLC 20 550 – – 20 550(d)
Ralph Kugler NV 22 145 – – 22 145(d)
PLC 22 145 – – 22 145(d)
(a) Each award of performance shares is conditional and vests subject to certain conditions three years after the date of the award.
(b) Joined Unilever in September 2007 as Chief Financial Officer. Was appointed a Director in May 2008. Opening balance is as at the date of
appointment as a Director. Following approval by shareholders of an extension to his package, in November 2008 he was awarded an
additional 26 485 of each of Unilever NV and PLC shares at €21.73 and 1 743p respectively.
(c) Joined Unilever in October 2008 and was appointed a Director at the EGMs at the end of October 2008. Awards were made under the GSIP
plan in November 2008.
(d) Stepped down at the AGMs in May 2008. Balances are at that date.
Both Jim Lawrence and Paul Polman received a one-off restricted stock award on joining Unilever, under the Global Share Incentive Plan.
Details of balances, grants and vesting in 2008 are shown below.
Balance of Balance of
shares at shares at
1 January 31 December
2008 Grant in 2008 Vesting in 2008 2008
Share type No. of shares No. of shares Price at award No. of shares Price at vesting No. of shares
Jim Lawrence NV 35 565(a) n/a 11 855 €18.96(a) 23 710
PLC 35 565(a) n/a 11 855 1 498.00p(a) 23 710
Paul Polman NV 0 67 653 €18.93(b) n/a 67 653
PLC 0 67 653 1 439.00p(b) n/a 67 653
(a) Awarded in 2007 on joining Unilever. The shares vest 1/3,1/3,1/3after respectively 1, 2 and 3 years of service.
(b) Award agreed on joining Unilever. Award was made 6 November 2008 and will vest 1/3,1/3,1/3on respectively the first, second and third
anniversary of the award.