I rt lla - 2009 Remuneration overview
The Supervisory Board may at its sole discretion adjust the
number of shares that would have vested under the plan
rules based on the above described vesting schedule
downwards or upwards if the vesting of shares based on plan
rules would produce an unfair result due to extraordinary
circumstances. The Supervisory Board can also recover from
the Executive Board any shares which vested on the basis of
incorrect financial or other data (clawback provision).
The net vested performance shares are subject to an
additional holding restriction of two years.
The members of the Executive Board can either participate
in the Defined Contribution Plan or in a Capital Creation Plan.
In the Defined Contribution Plan, apart from the survivor's
pension, a separate lump sum of two times base salary will
be paid in the event of death whilst in service.
Ii the Capital Creation option the Executive Board member
may elect to receive as income the Defined Contribution
f emium amounts from the pension scheme, less an amount
t juivalent to the employee contribution. Instead of a
s wivor's pension, a lump sum of, depending on age, ten,
e |ht, six or four times base salary will be paid, in the event
death whilst in service.
7 e retirement age is 65, but individual Executive Board
r embers may retire earlier with a reduced level of benefit.
ntribution rates are designed to enable the current
1 ecutive Board members to retire from the Company
a the age of 62.
7 e following table gives details of the remuneration
i ieived by each member of the Executive Board in 2009.
No. of performance shares Value of
vested for vested shares
UR Base salary Short-term incentive' 2007-2009 for 2007-2009 Pension cost
1 Boxmeer 750,000 1,125,000 - - 379,280
>ft Graafland 550,000 618,750 314,569
ort-term incentive is based on results achieved in 2009 and therefore payable in 2010.
Realisation 2009 short-term incentive
The STI awards for 2009 were subject to achievement of
organic net profit growth and cash conversion rate targets
in combination with individual targets. The specific targets
are commercially sensitive and cannot be disclosed. The
Supervisory Board measured the results against the set
targets and determined the STI payment for 2009 to be
equal to 150 per cent of payout at target level for the CEO
and 150 per cent of payout at target level for the CFO.
Annual Report 2009 - Heineken N.V.