Report of the Executive Board I Corporate Governance Statement continued
There is a share-based Long-Term Variable Award ('LTV') 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 Eleineken N.V. shares.
Shares received by Executive Board members upon vesting under the Long-Term Variable Award 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 Variable Pay ('STV') for the Executive Board, the Executive Board members are entitled to receive a
cash bonus subject to the fulfilment of predetermined performance conditions. The Executive Board members are obliged
to invest at least 25 per cent of their STV payout 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 STV payout (at their discretion).
The investment shares (which are acquired by the Executive Board members in the year after the year over which the STV
payout is calculated) 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 additional 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
Heineken N.V. shares after the expiry of a period of time.
The shares required for the LTV, the STV and the extraordinary share entitlements will be acquired by Heineken N.V.
The transfer of shares to the participants under the LTV, to the Executive Board members under the STV 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, in the situation of a change 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 borrowed
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 H EINEKEN's
shares in the joint venture, as a result of which the respective joint venture agreement will terminate.
Compensation rights on termination of employment agreements
There are no agreements of Heineken N.V. with Executive Board members or other employees that specifically entitle them
to any compensation rights upon termination of their employment after completion of a public offer on Heineken N.V. shares.
Heineken N.V. Annual Report 2011