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HEINEKEN N.V. ANNUAL REPORT 2008
27. Share-based payments - Long-Term Incentive Plan
As from 1 January 2005 Heineken established a performance-based share plan (Long-Term Incentive Plan;
LTIP) for the Executive Board. As from 1 January 2006 a similar LTIP was established for senior management.
The Long-Term Incentive Plan for the Executive Board includes share rights, which are conditionally awarded
to the Executive Board each year and are subject to Heineken's Relative Total Shareholder Return (RTSR)
performance in comparison with the TSR performance of a selected peer group. The LTIP share rights
conditionally awarded to senior management each year are for 25 per cent subject to Heineken's RTSR
performance and for 75 per cent subject to internal performance conditions. At target performance,
100 per cent of the shares will vest. At maximum performance 150 per cent of the shares will vest.
The performance period for share rights granted in 2006 was from 1 January 2006 to 31 December 2008.
The performance period for share rights granted in 2007 is from 1 January 2007 to 31 December 2009.
The performance period for share rights granted in 2008 is from 1 January 2008 to 31 December 2010.
The vesting date for the Executive Board is within five business days, and for senior management
the latest of 1 April and 20 business days, after the publication of the annual results of 2008, 2009 and
2010 respectively.
As Heineken N.V. will fulfil the tax payment obligations related to vesting on behalf of the individual
employees, the amount of Heineken N.V. shares to be received by the Executive Board and senior
management will be a net amount.
1 he terms and conditions of the share rights granted are as follows:
G ant date/employees entitled
Number*
Based on
share price
Vesting conditions
Contractual
life of rights
S iare rights granted to
E <ecutive Board in 2006
S iare rights granted to
s nior management in 2006
iare rights granted to
E ;ecutive Board in 2007
i tare rights granted to senior
r anagement in 2007
S iare rights granted to Executive
E tard in 2008
S iare rights granted to senior
r anagement in 2008
Continued service and
40,049 26.78 RTSR performance 3 years
Continued service, 75% internal
performance conditions and
352,098 26.78 25% RTSR performance 3 years
Continued service and
32,265 36.03 RTSR performance 3 years
Continued service, 75% internal
performance conditions and
281,400 36.03 25% RTSR performance 3 years
Continued service and
26,288 44.22 RTSR performance 3 years
Continued service, 75% internal
performance conditions and
263,958 44.22 25% RTSR performance 3 years
996,058
he number of shares is based on target performance.