Report of the
Report of the
Financial
Other
Contents
Overview
Executive Board
Supervisory Board
statements
information
Asa result, the vesting of the LTV grant for performance period 2012-2014 will beegual to 131 percent of the vesting at target level for both
the CEO and CFO. The resulting share awards are defined in gross terms (i.e. before deduction of withholding tax due); the net number of
shares awarded (i.e. after withholding tax due), amounting to 29,205 shares to the CEO and 15,066 shares to the CFO, remain blocked for an
additional period of two years until 15 February 2017, also in case of resignation during that period. The closing share price as of 31 December
2014 is EUR58.95. To this award revision and clawback provisions apply.
The table below provides an overview of outstanding LTV awards (awards granted but not yet vested, or awards vested but still blocked)
as of 31 December 2014:
Grant date
No. of shares
conditionally
granted at
target level1
Value of
shares
conditionally
granted as
of the grant
date in EUR
Vesting
date2
No. of shares
vesting on the
vesting date3
(before tax)
No. of shares
vesting on the
vesting date*
(after tax)
End of
blocking
period
Value of
unvested or
blocked
shares as
of 31.12.20145
in EUR
Van Boxmeer
2014
35,147
1,662,805
02.2017
t.b.d.
t.b.d.
02.2019
1,049,015
2013
34,179
1,877,452
02.2016
t.b.d.
t.b.d.
02.2018
1,020,130
2012
44,031
1,668,775
02.2015
57,681
29,205
02.2017
1,721,635
2011
42,927
1,617,489
02.2014
16,098
8,150
02.2016
480,443
2010
35,692
1,323,102
02.2013
24,539
12,424
02.2015
732,395
Hooft Graafland
2014
16,555
783,217
02.2017
t.b.d.
t.b.d.
02.2019
494,119
2013
16,099
884,318
02.2016
t.b.d.
t.b.d.
02.2018
480,501
2012
22,715
860,899
02.2015
29,757
15,066
02.2017
888,141
2011
22,145
834,424
02.2014
8,305
4,205
02.2016
247,885
2010
19,537
724,237
02.2013
13,432
6,801
02.2015
400,919
""Determined according to plan rules, using the closing share price of 31 December of the year preceding the grant date.
^he vesting date is shortly after the publication of the financial statements after completion of the performance period.
3Vested shares are disclosed in gross terms (i.e. before deduction of withholding tax due).
*Vested shares are disclosed in net terms (i.e. after deduction of withholding tax due).
5The value for the grants in 2010,2011 and 2012 is based on the actual number of shares vesting on the vesting date after tax withholding, i.e. after applying the relevant income tax
rate, whereas the value for the grants in 2013 and 2014 is based on the number of shares conditionally granted at target level (since the number of shares vesting is yet unknown) after
applying the relevant income tax rate.
Resignation of Mr. René Hooft Graafland as member of the Executive Board and CFO in 2015
After a successful career of 34 years, the last 13 of which have been as a member of the Executive Board, the Supervisory Board and Mr. René
Hooft Graafland have mutually agreed that the end of his current mandate as a member of the Executive Board will be the logical and
natural moment to transition to the next generation of leadership. To that purpose an agreement has been reached, on 3 November 2014,
on his resignation from the Executive Board as from 24 April 2015, and on the termination of his employment contract as of 1 May 2015.
In financial terms the agreement respects existing contractual obligations and entails that:
A severance payment of EUR2,000,000 will be made in May 2015, in the absence of dismissal for urgent cause or death; this amount
aligns with the capitalised value of his fixed remuneration (i.e. base salary and Capital Creation payments) between his resignation date
of 1 May 2015 and age 62 (i.e. two years and five months), which has been the directional retirement age in the Company's pension plan
design for Executive Board members at the time.
This resignation is considered a retirement under the LTV Plan Rules. Given existing agreements from 2005 for a specific group of senior
managers (including the current Executive Board members), as a result of a transition from an annual variable pay plan to the three-year
Long-term variable award plan as disclosed above at the time, this implies that unvested LTV awards as of 1 May 2015 will continue to
be subject to vesting at their regular vesting dates, insofar and to the extent that predetermined performance conditions are met. Shares
that may vest under these plans will be subject to a holding period of two years in accordance with the LTV Plan Rules.
55
Heineken N.V. Annual Report 2014