ii) Long-term incentive plans
J Sainsbury plc Share Plan 2005
The table below shows the conditional awards granted under this Plan, which would be released if the Company achieves maximum vesting.
| Date of grant | Core share award | Personal investment | Share price at date of award pence | Number of options released 14 May 20082 | Number of dividend shares allocated 20 May 20083 |
Maximum share award to vest on 13 May 20091,2,4 |
Second exercise date2 | Last exercise date | |
|---|---|---|---|---|---|---|---|---|---|
| Justin King | 24.03.05 | 237,508 | 118,754 | 293.0 | 831,278 | 66,965 | 831,278 | 13.05.09 | 23.03.10 |
| Darren Shapland | 01.08.05 | 102,558 | 70,224 | 280.5 | 396,843 | 31,968 | 396,843 | 13.05.09 | 23.03.10 |
| Mike Coupe | 24.03.05 | 118,226 | 73,891 | 293.0 | 443,347 | 35,715 | 443,347 | 13.05.09 | 23.03.10 |
- The maximum share award excludes the personal investment shares acquired by the Directors, which must be held for the duration of the Plan. It assumes full vesting.
- Performance was tested against the accelerated performance targets in May 2008 and the awards vested in full and, in accordance with the accelerated provisions, half of the award vested. Performance will be measured in May 2009 and it is expected that awards will vest in full.
- The value of the dividend which would have been received on newly available shares has been divided by a five-day average share price from 14 to 20 May 2008 to calculate the number of dividend shares to be allocated.
- The performance conditions attaching to the award are sales and EPS targets. Further information is provided on this page.
- The J Sainsbury plc Share Plan 2005 is a nil cost option plan. The exercise price is nil.
The following table shows the options that vested in May 2008 as a result of the accelerated performance targets being met in full.
| Number of options released during the year | Number of options exercised during the year | Mid market price on date of exercise pence | Gains on option exercises £000 | Lapsed during the year |
Number of options held 21 March 2009 |
Exercise price pence | Date from which exerciseable | Date of expiry | |
|---|---|---|---|---|---|---|---|---|---|
| Justin King | 898,243 | – | – | – | – | 898,243 | nil | 14.05.08 | 23.03.10 |
| Darren Shapland | 428,811 | 428,811 | 296.25 | 1,270 | – | – | nil | – | – |
| Mike Coupe | 479,062 | 479,062 | 298.5 | 1,430 | – | – | nil | – | – |
- Darren Shapland retained 252,729 shares arising out of this release; the remainder was used to fund the income tax and national insurance charge relating to the release.
- Mike Coupe retained 282,346 shares arising out of this release; the remainder was used to fund the income tax and national insurance charge relating to the release.
- Market price on vesting date 374.5 pence.
Long-term Incentive Plan 2006
The table below shows the conditional awards granted under this Plan, which would be released if the Company achieves maximum vesting.
|
Date of grant |
Maximum share award1 |
Share price at date of award pence |
First exercise date |
Last exercise date |
|
|---|---|---|---|---|---|
| Justin King | 13.07.06 | 390,424 | 334.0 | 13.05.09 | 12.05.11 |
| 20.06.07 | 380,844 | 583.5 | 12.05.10 | 11.05.12 | |
| 28.05.08 | 630,876 | 352.0 | 11.05.11 | 10.05.13 | |
| Darren Shapland | 13.07.06 | 188,480 | 334.0 | 13.05.09 | 12.05.11 |
| 20.06.07 | 179,220 | 583.5 | 12.05.10 | 11.05.12 | |
| 28.05.08 | 296,916 | 352.0 | 11.05.11 | 10.05.13 | |
| Mike Coupe | 13.07.06 | 186,384 | 334.0 | 13.05.09 | 12.05.11 |
| 20.06.07 | 163,092 | 583.5 | 12.05.10 | 11.05.12 | |
| 28.05.08 | 281,868 | 352.0 | 11.05.11 | 10.05.13 |
- The maximum share award, assumes full vesting.
- The performance conditions attaching to the award are return on capital employed and growth in cash flow per share. Further information is provided on this page.
- The Long-term Incentive Plan 2006 is a nil cost option plan. The exercise price is nil.
- There were no exercises or lapses under this Plan during the year.
Deferred Annual Bonus Plan
The table below shows the maximum number of shares conditionally allocated to participants and what would be released to them in the form of nil cost options if the Company achieves maximum vesting.
|
Date of grant |
Deferred bonus share award |
Maximum matching share award1 |
Share price at date of award pence |
First exercise date |
Last exercise date |
|
|---|---|---|---|---|---|---|
| Justin King | 20.06.07 | 86,026 | 172,052 | 583.5 | 22.03.10 | 22.03.12 |
| 20.06.08 | 158,042 | 316,084 | 325.75 | 21.03.11 | 21.03.13 | |
| Darren Shapland | 20.06.07 | 29,033 | 58,066 | 583.5 | 22.03.10 | 22.03.12 |
| 20.06.08 | 52,043 | 104,086 | 325.75 | 21.03.11 | 21.03.13 | |
| Mike Coupe | 20.06.07 | 21,294 | 42,588 | 583.5 | 22.03.10 | 22.03.12 |
| 20.06.08 | 18,292 | 36,584 | 325.75 | 21.03.11 | 21.03.13 |
- The maximum matching share award is the maximum award that would become exercisable provided that the Company achieves first position within the comparator group of namely Ahold, Carrefour, Casino, Delhaize, DSG International, Home Retail Group, Kingfisher, Marks & Spencer, Metro, Morrisons, Next and Tesco. The Company’s relative performance is determined by reference to total shareholder return.
- There were no exercises or lapses under this Plan during the year.
- The exercise price is nil.
iii) Saving Related Share Option Scheme (“SAYE”)
At the end of the year, the Directors’ SAYE share options were as follows:
|
Number of options 23 March 2008 |
Number of options granted during the year |
Number of options exercised during the year |
Mid-Market price on date of exercise pence |
Gains on option exercise £000 |
Number of options lapsed during the year |
Number of options 21 March 2009 |
Weighted average exercise price pence |
Date from which exercisable |
Date of expiry |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Justin King | 6,969 | – | – | – | – | – | 6,969 | 231.0 | 01.03.11 | 31.08.11 |
| Darren Shapland | 2,881 | – | – | – | – | – | 2,881 | 328.0 | 01.03.10 | 31.08.10 |
| Mike Coupe | 4,047 | – | 4,047 | 293.5 | 3 | – | – | 231.0 | – | – |
- The Savings Related Share Option Scheme is an all employee share option scheme and has no performance conditions as per HMRC Regulations.
In the period from 23 March 2008 to 21 March 2009, the highest mid-market price of the Company’s share was 398.75 pence and the lowest mid-market price was 240.0 pence and at 21 March 2009 was 313.0 pence.
iv) Directors’ interests
The beneficial interests of the Directors and their families in the shares of the Company are shown below:
|
Ordinary shares1 23 March 2008 |
Ordinary shares1 21 March 2009 |
Ordinary shares 12 May 20094 |
|
|---|---|---|---|
| Mike Coupe | 98,870 | 410,878 | 410,878 |
| Justin King | 390,383 | 548,962 | 549,051 |
| Darren Shapland | 137,253 | 442,355 | 442,443 |
| Anna Ford | 1,000 | 1,000 | 1,000 |
| Val Gooding | 1,320 | 1,320 | 1,320 |
| Philip Hampton | 25,000 | 25,000 | 25,000 |
| Mary Harris | 5,000 | 5,000 | 5,000 |
| Gary Hughes | 18,246 | 21,510 | 21,510 |
| John McAdam | 1,000 | 1,000 | 1,000 |
| Bob Stack3 | 2,800 | 2,800 | 2,800 |
- Ordinary shares are beneficial holdings which include the Directors’ personal holdings and those of their spouses and minor children. They also include the beneficial interests in shares which are held in trust under the Sainsbury’s Share Purchase Plan.
- The totals above for Justin King, Darren Shapland and Mike Coupe include the deferred annual bonus shares purchased under the Plan, which have to be held until the end of the performance period.
- Held in the form of 700 American Depository Receipts.
- Includes shares purchased under the Sainsbury’s Share Purchase Plan between 21 March 2009 and 12 May 2009.
- The Executive Directors are potential beneficiaries of the Company’s employee benefit trust, which are used to satisfy awards under the Company’s employee share plans, and they are therefore treated as interested in the 9.7 million shares (2008: 22.4 million) held by the Trustees.
Approved by the Board on 12 May 2009
Bob Stack
Chairman of the Remuneration Committee