29. 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 LTIP 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 2007 was 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 performance period for share rights granted in 2009 is from 1 January 2009 to 31 December 2011. The vesting date for the Executive Board is within five business days, and for senior management the latest rf 1 April and 20 business days, after the publication of the annual results of 2009, 2010 and 2011 respectively. t s Heineken N.V. will withhold the tax 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. he terms and conditions of the share rights granted are as follows: ant date/employees entitled Number* Based on share price Vesting conditions Contractual life of rights Share rights granted to Continued service and ecutive Board in 2007 32,265 36.03 RTSR performance 3 years tare rights granted to senior Continued service, 75% internal performance anagement in 2007 281,400 36.03 conditions and 25% RTSR performance 3 years tare rights granted to Continued service and I xecutive Board in 2008 26,288 44.22 RTSR performance 3 years lare rights granted to senior Continued service, 75% internal performance anagement in 2008 263,958 44.22 conditions and 25% RTSR performance 3 years tare rights granted to Continued service and (ecutive Board in 2009 53,083 21.90 RTSR performance 3 years tare rights granted to senior Continued service, 75% internal performance anagement in 2009 562,862 21.90 conditions and 25% RTSR performance 3 years he number of shares is based on target performance. Annual Report 2009 - Heineken N.V.

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