55
Threshold performance - 50 per cent of performance
shares vest
Target performance -100 per cent of performance
shares vest
Maximum performance -150 per cent of performance
shares vest.
Vesting between these performance levels is on a
straight-line basis.
The Supervisory Board may, at its sole discretion adjust the
amount 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 that vested on the basis of incorrect financial
or other data (clawback provision).
ie net vested performance shares are subject to an additional
aiding restriction of two years.
snsions
ne members of the Executive Board can either participate
the Defined Contribution Plan or in a Capital Creation Plan.
the Capital Creation Plan the Executive Board member elects
receive as income the Defined Contribution premium
nounts from the pension scheme, less an amount equivalent
the employee contribution.
ne retirement age is 65, but individual Executive Board
lembers may retire earlier with a reduced level of benefit.
art II - 2010 Remuneration overview
he following table gives details of the remuneration received
each member of the Executive Board in 2010.
Realisation 2010 Short-Term Incentive
The STI awards for 2010 were subject to three performance
measures: Organic Net Profit Growth 50 per cent, Free
Operating Cash Flow 25 per cent and individual leadership
targets 25 per cent. The Supervisory Board measured the
results against the pre-set targets on these measures and
determined the STI payment for 2010 to be equal to 137.5 per
cent of payout at target level for the CEO and 137.5 per cent
of payout at target level for the CFO.
The Supervisory Board conducted a scenario analysis with
respect to possible outcomes of the STI awards for 2010.
Realisation 2008-2010 Long-Term Incentive
After 2010 the conditional performance shares awarded in 2008
are subject to vesting. Vesting of these performance shares,
awarded before adoption of the new remuneration policy per
2010, is determined by Total Shareholder Return (TSR) over
a three-year performance period relative to a performance
peer group. The performance peer group consists of
European branded consumer goods companies with which
Fleineken competes in capital markets and includes the
following companies:
Anheuser-Busch InBev (B)
Carlsberg (DK)
Danone (F)
Diageo (UK)
Flenkel (G)
LVMH (F)
Nestlé (CH)
L'Oréal (F)
SABMiller (UK)
Unilever (NL).
Cadbury (UK) was removed from the peer group after being
acquired by Kraft Foods and was not replaced.
Long-term incentive2
Value of
No. of performance performance shares
oxmeer 950,000 1,306,250 464,171
Graafland650,000670,313404,278
ne short-term incentive relates to the performance year 2010 and becomes payable in 2011.
he long-term incentive relates to the performance period 2008 - 2010 and will vest in 2011.
jbject to approval by the Annual General Meeting of Shareholders of the proposed adjustments to the remuneration policy and with reference to the choice made by each of the
ecutive Board members, 50 per cent of this value will be invested in Heineken N.V. shares (investment shares). Matching entitlements on these investment shares are not
included in the figures.
eineken N.V. Annual Report 2010
