112 Financial statements Notes to the consolidated financial statements 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 2008 - 2010 and 2009 - 2011 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 in the 2008 - 2010 plan and the 2009 - 2011 plan ar for 25 per cent subject to Heineken's RTSR performance and for 75 per cent subject to internal performance conditions. The LTIP share rights conditioning awarded to senior management and the Executive Board for the 2010 - 2012 plan are fully subject to internal performance conditions. These performance conditionally are Organic Gross Profit beia growth, Organic EBIT beia growth, Earnings Per Share (EPS) beia growth and Free Operating Cash Flow. 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 2008 is from 1 January 2008 to 31 December 2010. The performance period for share rights granted in 2009 was from 1 January 2009 to 31 December 2011. The performance period for share rights granted in 2010 is from 1 January 2010 to 31 December 2012. The vesting date for the Executive Board is within five business days, and for senior management the latest of 1 April and 20 busines days, after the publication of the annual results of 2009, 2010, 2011 and 2012 respectively. As Heineken will withhold the tax related to vesting on behalf of the individual employees, the number of Heineken N.V. shares to be received by the Executive Board and senior management will be a net number. The terms and conditions of the share rights granted are as follows: Based on share price Vesting conditions Contractual Share rights granted to Executive Board in 2008 26,288 44.22 Continued service and RTSR performance 3 years Share rights granted to senior Continued service, 75% internal performance management in 2008 Share rights granted to Executive Board 263,958 44.22 conditions and 25% RTSR performance 3 year in2009 53,083 21.90 Continued service and RTSR performance 3 years Share rights granted to senior Continued service, 75% internal performance management in 2009 562,862 21.90 conditions and 25% RTSR performance 3 years Share rights granted to Executive Board Continued service, 100% internal performance in 2010 55,229 33.27 conditions 3 year Share rights granted to senior Continued service, 100% internal performance management in 2010 516,765 33.27 conditions 3 years 1,478,185 The number of shares is based on target performance. Based on RTSR and internal performance, it is expected that approximately 218,903 shares will vest in 2011 for senior management. No vesting occurred for the Executive Board. The expenses relating to these expected additional grants are recognised in profit or loss during the performance period.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2010 | | pagina 109