22nd Feb 2006 18:30
GlaxoSmithKline PLC22 February 2006 Interests of Directors and Persons Discharging Managerial Responsibility GlaxoSmithKline Performance Share Plan & GlaxoSmithKline Share Option Plan On 21 February 2006 the Company granted to senior executives in the Group,including the Executive Directors, awards and options under the terms of theGlaxoSmithKline Performance Share Plan and the GlaxoSmithKline Share Option Plan(the Plans), which are subject to performance conditions. These plans were bothapproved by shareholders on 31 July 2000. Dr Yamada is excluded from the grantof awards and options as he retires from the Company within 6 months of the dateof the grant on 1 June 2006. The Company, the Executive Directors and Persons Discharging ManagerialResponsibility (PDMRs) were informed of these changes on 21 February 2006. Thisannouncement includes details in respect of PDMRs in accordance with the changesto the Listing and Disclosure Rules, issued by the UK Listing Authority,following the implementation of the Market Abuse Directive with effect from 1July 2005. Performance Share Plan Under the terms of the Performance Share Plan, awards designate a number ofOrdinary Shares or American Depositary Shares (ADSs) that may be awarded, withthe percentage of awards vesting subject to a performance condition whichapplies over a three year measurement period which commenced on 1 January 2006and will end on 31 December 2008. The performance condition compares the Total Shareholder Return (TSR) of theCompany's shares with the TSR of the shares of 13 comparator companies over thethree year period (being the same comparator group as described in the Company's2004 Annual Report). No awards will vest if the Company delivers returns below7th position in the comparator group (excluding GSK), with a sliding scaleapplying up to 100% vesting for first or second position in the comparatorgroup. Details of the awards granted to the eligible Executive Directors and PDMRs on21 February 2006 are as follows: Number of Ordinary Shares potentially vesting Equal to Equal to 6th Equal to 5th Equal to 4th Equal to 3th Equal to or or less position position position position above 2nd than 7th position positionMr J S Heslop* Nil 48,000 61,000 74,000 87,000 100,000Mr R Bondy Nil 36,960 46,970 56,980 66,990 77,000Mr J Clarke Nil 36,960 46,970 56,980 66,990 77,000Mr M Dunoyer Nil 13,920 17,690 21,460 25,230 29,000Mr A Witty Nil 36,960 46,970 56,980 66,990 77,000Mrs J Younger Nil 8,400 10,675 12,950 15,225 17,500 * Denotes an Executive Director. Number of American Depositary Shares (ADSs) potentially vesting (N.B. One ADS represents two Ordinary Shares) Equal to Equal to 6th Equal to 5th Equal to 4th Equal to 3th Equal to or or less position position position position above 2nd than 7th position positionDr JP Garnier* Nil 105,600 134,200 162,800 191,400 220,000Dr F Calhoun Nil 12,000 15,250 18,500 21,750 25,000Dr R Greig Nil 12,000 15,250 18,500 21,750 25,000Mr D Phelan Nil 18,480 23,485 28,490 33,495 38,500Dr D Pulman Nil 12,000 15,250 18,500 21,750 25,000Mr D Stout Nil 43,200 54,900 66,600 78,300 90,000Mr C Viehbacher Nil 18,480 23,485 28,490 33,495 38,500 * Denotes an Executive Director. Where the Company's position falls between the 2nd and 7th placed company, thelevel of vesting between the minimum and maximum figures set out above will becalculated based on the Company's TSR relative to the TSR of the comparatorcompanies immediately above and below it. Share Option Plan Under the terms of the Share Option Plan, options allow the holder to buyOrdinary Shares or ADSs at a future date at a price determined by reference tothe market price of shares at the time of grant. Options were granted on 21February 2006 with a subscription price of £14.68 (or US$51.02 in the case ofADSs). The Performance Period will be the three financial years of the Company thatstarted on 1 January 2006 and ending on 31 December 2008. To the extent thatthe Option does not vest at the end of the Performance Period, it willimmediately lapse. The performance condition compares the compound annual increase in the Company'searnings per share (EPS) with the increase in the Retail Prices Index (RPI) overthe performance period. No options vest unless the Company's EPS increaseexceeds RPI by 3%p.a., with 50% vesting for an increase of 3%p.a. in excess ofRPI and a sliding scale applying up to 100% vesting for an increase of 6%p.a. ormore in excess of RPI, up from 5% p.a. with respect to the options granted in2004. Details of the Options granted to the eligible Executive Directors and PDMRs on21 February 2006 are as follows: Number of Ordinary Shares potentially vesting Less than RPI+3%p.a. RPI+4%p.a. RPI+5%p.a. RPI+6%p.a. or more RPI+3%p.a.Mr J S Heslop* Nil 115,500 154,000 192,500 231,000Mr R Bondy Nil 88,750 118,333 147,917 177,500Mr J Clarke Nil 88,750 118,333 147,917 177,500Mr M Dunoyer Nil 35,000 46,667 58,333 70,000Mr A Witty Nil 88,750 118,333 147,917 177,500Mrs J Younger Nil 20,500 27,333 34,167 41,000 * Denotes an Executive Director. Number of ADSs potentially vesting (N.B. One ADS represents 2 Ordinary Shares) Less than RPI+3%p.a. RPI+4%p.a. RPI+5%p.a. RPI+6%p.a. or more RPI+3%p.a.Dr JP Garnier* Nil 250,000 333,333 416,667 500,000Dr F Calhoun Nil 28,750 38,333 47,917 57,500Dr R Greig Nil 28,750 38,333 47,917 57,500Mr D Phelan Nil 44,375 59,167 73,958 88,750Dr D Pulman Nil 28,750 38,333 47,917 57,500Mr D Stout Nil 105,000 140,000 175,000 210,000Mr C Viehbacher Nil 44,375 59,167 73,958 88,750 * Denotes an Executive Director. S M BicknellCompany Secretary 22 February 2006 Enquiries:UK Media enquiries: Philip Thomson (020) 8047 5502 David Mawdsley (020) 8047 5502 Chris Hunter-Ward (020) 8047 5502 Alice Hunt (020) 8047 5502 US Media enquiries: Nancy Pekarek (215) 751 7709 Mary Anne Rhyne (919) 483 2839 Patricia Seif (215) 751 7709 European Analyst/Investor enquiries: Duncan Learmouth (020) 8047 5540 Anita Kidgell (020) 8047 5542 Jen Hill (020) 8047 5543 US Analyst/ Investor enquiries: Frank Murdolo (215) 751 7002 Tom Curry (215) 751 5419 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Glaxosmithkline