11th May 2006 09:29
Pearson PLC11 May 2006 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). Each of theexecutive directors exercised their right to call for the main tranche of theirVested Shares (being 75% of the total award) and these Shares were released tothem on 1 March 2005. The remaining 25% of the Vested Shares formed a deferredtranche which could be called for after 9 May 2006, subject to continuedemployment and retention of the main tranche (other than shares sold to satisfyany personal tax liabilities) to that date. As a result of the deferred tranche of Shares being released, the followingexecutive directors have become entitled to the number of Shares shown in thesecond column below. The number of Shares shown in the third column below weresold on 10 March 2006 at a price of 7.642424 pence per share in order todischarge tax and social security liabilities on the Shares received, leavingthe after-tax number of Shares set out in the final column below. Name of Shares Released (@ 25% of Shares Sold to discharge Shares Director vesting shares) tax liabilities retained David Bell 3,842 1,576 2,266John Makinson 4,649 1,907 2,742Marjorie Scardino 9,764 4,004 5,760 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 107,558 0.01337John Makinson 155,351 0.01931Marjorie Scardino 190,649 0.02370 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 Mourant & Co Trustees Limited (astrustee of the Pearson plc Employee Share Ownership Trust) is now 1,724,428Shares (representing 0.2143% of the Company's issued ordinary share capital). Each of the executive directors of the Company is for Companies Act purposesregarded 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. Stephen Jones Deputy Secretary This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Pearson