2nd Mar 2005 12:40
Pearson PLC02 March 2005 Pearson plc (the Company) -------------------------- In 2001, the Company established the Pearson Long Term Incentive Plan (the Plan)for the purpose of providing a long-term share incentive for executive directorsand senior executives of the Pearson group. The Plan provided for the grant oftwo separate categories of award relating to ordinary shares in the Company (Shares) - option awards and restricted share awards. Restricted Share Awards Granted on 9 May 2001 The vesting of restricted share awards granted on 9 May 2001 was dependent onthe Company's free cash flow per share performance over the three-year period2001 to 2003, as set out in the 2003 annual report and accounts. On 25 February 2005, these restricted share awards vested as to 70.5 % of theShares originally comprised in the award (the Vested Shares). 75% of the VestedShares form the main tranche of the Award which may be called for byparticipants within 6 months of vesting. Each of the executive directors hasexercised their right to call for the main tranche of their Vested Shares andthese Shares were released to them on 1 March 2005. The remaining 25% of theVested Shares form a deferred tranche which may be called for after 9 May 2006,subject to continued employment and retention of the main tranche (other thanshares sold to satisfy any personal tax liabilities) to that date. As a result of Shares being released, the following executive directors havebecome entitled to the number of Shares shown in the second column below. Thenumber of Shares shown in the third column below were sold on 1 March 2005 at aprice of 634.14 pence per share in order to discharge tax and social securityliabilities on the Shares received, leaving the after-tax number of Shares setout in the final column below. Name of Director Shares Released Shares Sold to Shares (@ 75% of vesting discharge tax Retained shares) liabilities David Bell 11,527 4,726 6,801 John Makinson 13,948 5,719 8,229 Marjorie Scardino 29,293 12,010 17,283 Restricted Share Awards Granted on 8 April 2002 On 1 March 2005 Rona Fairhead exercised a right to call for 5,000 shares under arestricted share award granted to her on 8 April 2002. This award vested in fullon the third anniversary of the date of her employment by the Company on 8October 2004. 2,050 Shares were sold on 1 March 2005 at a price of 634.14 pence per share inorder to discharge tax and social security liabilities on the Shares received,leaving 2,950 Shares retained after tax. Interests of the Directors As a result of the above transactions, the executive directors are interested inthe following Shares (excluding Shares to which they are notionally entitled ormay become entitled, subject to the satisfaction of any relevant conditions,under the Company's employee share plans) : Name of Director Number of Shares % of CapitalDavid Bell 84,106 0.01047Rona Fairhead 15,660 0.00195John Makinson 124,127 0.01545Marjorie Scardino 145,044 0.01806 The Shares required to satisfy these awards have been sourced from an employeebenefit trust established by the Company. As a result of the release of Sharesdescribed above, the number of Shares held by Pearson Employee Share TrusteesLimited (as trustee of the Pearson Employee Share Trust) is now 23,072 Shares(representing 0.00287% of the Company's issued ordinary share capital). Each of the executive directors of the Company is for Companies Act purposes,regarded as interested in all the shares held by this trust. Despite thetechnical interest in all the Shares each executive director will only beentitled to receive from the Trust that number of Shares to which he or she isentitled under share plans operated by the Company in which he or sheparticipates. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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