48 Report of the Executive Board Corporate Governance Statement FEMSA, CB Equity and any member of the FEMSA group may not sell any shares in Heineken N.V. (and in Heineken Holding N.V.) for a five-year period, subject to certain exceptions, including amongst others, (i) beginning in year three, the right to sell up to 1 per cent of all outstanding shares of each of Heineken N.V. and Heineken Holding N.V. in any calendar quarter, (ii) beginning in year three, the right to sell any Heineken N.V. shares and/or any Heineken Holding N.V. shares in any private block sale outside the facilities of a stock exchange so long as Heineken Holding N.V. (as to Heineken N.V. shares) respectively L'Arche Green N.V. (as to Heineken Holding N.V. shares) is given first the opportunity to acquire such shares at the market price thereof. Unless FEMSA's economic interest in the Heineken Group were to fall below 14 per cent, the current FEMSA control structure were to change or FEMSA were to be subject to a change of control, FEMSA is entitled to have two representatives on the Heineken N.V. Supervisory Board, one of whom will be Vice-Chairman, who also serves as the FEMSA representative on the Board of Directors of Heineken Holding N.V. Share plans There are share-based Long-Term Incentive Plans for both the Executive Board members and senior management. Eligibility for participation is based on objective criteria. Each year, performance shares are awarded to the participants. Depending on the fulfilment of certain predetermined performance conditions during a three-year performance period, the performance shares will vest and the participants will receive real Heineken N.V. shares. Shares received by Executive Board members upon vesting under the Long-Term Incentive Plan are subject to a holding period of five years as from the date of award of the respective performance shares, which is approximately two years from the vesting date. Under the Short-Term Incentive Plan for the Executive Board, the Executive Board members are entitled to receive a cash bonus subject to the fulfilment of predetermined performance conditions. Under the amended remuneration policy that will be submitted for approval to the General Meeting of Shareholders of 21 April 2011, the Executive Board members shall be obliged to invest at least 25 per cent of their STI pay-out in Heineken N.V. shares (investment shares) to be delivered by Heineken N.V.; the maximum they can invest in Heineken N.V. shares is 50 per cent of their STI pay-out (at their discretion). The investment shares are subject to a holding period of five years as from 1 January of the year in which the investment shares are acquired. Executive Board members are entitled to receive one additiona Heineken N.V. share (a matching share) for each investment share held by them at the end of the respective holding period. The entitlement to receive matching shares shall lapse upon the termination by the Company of the employment agreement for an urgent reason ('dringende reden') within the meaning of the law or in case of dismissal for cause ('ontslag met gegronde redenen') whereby the cause for dismissal concerns unsatisfactory functioning of the Executive Board member. In exceptional non-recurring situations, extraordinary share entitlements may be awarded by the Executive Board to employees. These share entitlements are usually non-performance related and the employees involved are usually entitled to receive real Heineken N.V. shares after the expiry of a period of time. The shares required for the share-based Long-Term Incentive Plans, the Short-Term Incentive Plan and the extraordinary shari entitlements will be acquired by Heineken N.V. The transfer of shares to the participants in the share-based Long-Term Incentive Plans, to the Executive Board members under the Short-Term Incentive Plan and the recipients of extraordinary share entitlements requires the approval of the Supervisory Board of Heineken N.V. Change of control There are no important agreements to which Heineken N.V. is a party and that will automatically come into force, be amended or be terminated under the condition of a change of control over Heineken N.V. as a result of a public offer. However, for the situation of a change of control over Heineken N.V. (as defined in the respective agreement), the contractual conditions of most of Heineken N.V.'s important financing agreements and the terms and conditions of Heineken N.V.'s bond issues after 2003 entitle the banks and bondholders respectively to claim early repayment of the amounts borrowec by Heineken N.V. Also some of Heineken's important joint venture agreements provide that in case of a change of control over Heineken (as defined in the respective agreement), the other party to such agreement may exercise its right to purchase Heineken's shares in the joint venture, as a result of which the respective joint venture agreement will terminate.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2010 | | pagina 45