Financial statements I Notes to the consolidated financial statements continued 29. Share-based payments - Long-Term Variable Award As from 1 January 2005 HEINEKEN established a performance-based share plan (Long-Term Variable award; LTV) for the Executive Board. As from 1 January 2006 a similar plan was established for senior management. Under this LTV share rights are awarded to incumbents on an annual basis. The vesting of these rights is subject to the performance of Heineken N.V. on specific performance conditions over a three year period. The LTV 2009 - 2011 performance condition for the Executive Board is Relative Total Shareholder Return (RTSR) or TSR performance in comparison with the TSR performance of a selected peer group. The LTV 2009-2011 performance conditions for senior management are RTSR (25 percent) and internal financial measures (75 percent). The performance conditions for LTV 2010-2012 and LTV 2011 -2013 are the same for the Executive Board and senior management and comprise solely of internal financial measures, being 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 awarded shares vest. At threshold performance. 50 per cent of the awarded shares vest. At maximum performance 200 per cent of the awarded shares vest for the Executive Board as well as senior managers contracted by the US and 175 per cent vest for all other senior managers. The performance period for share rights granted in 2009 was from 1 January 2009 to 31 December 2011The performance period for share rights granted in 2010 is from 1 January 2010 to 31 December 2012. The performance period for the share rights granted in 2011 isfroml January 2011 to 31 December 2013. The vesting date for the Executive Board is within five business days, and for senior management the latest of 1 April and 20 business days, after the publication of the annual results of 2011,2012 and 2013 respectively. As H EINEKEN 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: Grant date/employees entitled Based on Contractual life of rights Share rights granted to Executive Board in 2009 53,083 21.90 Continued service and RTSR performance 3 years Share rights granted to senior management in 2009 562,862 21.90 Continued service, 75% internal performance conditions and 25% RTSR performance 3 years Share rights granted to Executive Board in 2010 55,229 33.27 Continued service, 100% internal performance conditions 3 years Share rights granted to senior management in 2010 516,765 33.27 Continued service, 100% internal performance conditions 3 years Share rights granted to Executive Board in 2011 65,072 36.69 Continued service, 100% internal performance conditions 3 years Share rights granted to senior management in 2011 730,090 36.69 Continued service, 100% internal performance conditions 3 years The number of shares is based on target performance. Based on RTSR and internal performance, it is expected that approximately 593,428 shares will vest in 2012 for senior management. 122 Heineken N.V. Annual Report 2011

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2011 | | pagina 124