2nd Nov 2006 17:03
Imperial Tobacco Group PLC02 November 2006 Imperial Tobacco Group PLC ("the Company") Directors and Persons Discharging Managerial Responsibility ("PDMRs") Interests Imperial Tobacco Group Long Term Incentive Plan New Awards The following directors and PDMRs were conditionally awarded ordinary shares of10 pence each in the Company under the Imperial Tobacco Group Long TermIncentive Plan ("LTIP") on 1 November 2006. The awards will vest, free ofcharge, during November 2009 in proportion to the extent that the performancecriteria are achieved. Vesting takes the form of a grant of an optionexercisable, upon payment of the notional exercise price, at any time until theseventh anniversary of its date of grant. DIRECTOR / PDMR Conditional Awards Granted 1 November 2006 Gareth Davis 89,929Robert Dyrbus 42,810Graham Blashill 21,001David Cresswell 20,463Frank Rogerson 20,463Kathryn Brown 11,510Alison Cooper 13,731Matthew Phillips 7,471 Under the terms of the LTIP the awards are split into three elements. First element 50 per cent of the award with a performance criterion based on average growth inbasic Earnings Per Share adjusted for certain items based on an agreed protocol,such as significant costs of restructuring (EPS). The adjustments are confirmedby the Auditors after adjusting for inflation over the period of the award. 12.5per cent of this element (i.e. 6.25 per cent of the total award) vests ifaverage annual EPS growth, after adjusting for UK inflation (Real Annual EPSGrowth), equals three per cent and 100 per cent of this element (i.e. 50 percent of the total award) vests if Real Annual EPS Growth equals or exceeds 10per cent. Between these two points this element vests on a straight-line basis. Second element 25 per cent of the award with a performance criterion based on Total ShareholderReturn (TSR) relative to the FTSE 100 Index as described below. The performance criterion for this element is based on a sliding scale dependingon TSR achieved over the period of the award. No vesting of this element occursunless the Company's TSR ranks it in the top 50 of the companies constitutingthe FTSE 100 Index. At this performance threshold 30 per cent of this element(i.e. 7.5 per cent of the total award) vests. If the return ranks the Company inthe top 25 of the Index, this element (i.e. 25 per cent of the total award)vests in full. Between these thresholds this element vests on a straight-linebasis. Third element 25 per cent of the award with a performance criterion based on TSR relative to abespoke comparator group as described below. The performance criterion for this element is also based on a sliding scaledepending on TSR achieved over the period of the award. No vesting of thiselement occurs unless the Company's TSR exceeds that of the bottom six companiesconstituting the comparator group comprising 12 tobacco and alcohol companies asdetailed below. At this performance threshold, 30 per cent of this element (i.e.7.5 per cent of the total award) vests. If the return ranks the Company in thetop three of the comparator group, this element (i.e. 25 per cent of the totalaward) vests in full. Between these thresholds this element vests on astraight-line basis. Altadis S A Altria Group Inc British American Tobacco Carlsberg A/S PLCDiageo PLC Gallaher Group PLC Imperial Tobacco Group Interbrew SA PLCPernod Ricard Reynolds American SABMiller PLC Scottish & NewcastleSA Inc PLC The Company's Remuneration Committee may vary, but not increase, the extent towhich a conditional award vests to ensure that it only vests, and at anappropriate level, if there has been an improvement in the underlying financialperformance of the Company, including the maintenance of long-term return oncapital employed. There is no opportunity to retest if any of the performance criteria are notachieved. Vesting of Previous Awards Following achievement of the performance criterion in respect of the EighthAnnual Award made under the Imperial Tobacco Group LTIP, the directors and PDMRslisted below will be granted the following options over the Company's ordinaryshares of 10 pence each on 18 November 2006. Under the terms of these LTIP awards, vesting is on a sliding scale depending onEPS achieved over the period of the awards. No vesting occurs unless theCompany's Real Annual EPS Growth equals or exceeds 3 per cent. If Real AnnualEPS Growth equals or exceeds 10 per cent, the awards vest in full. Between thesethresholds vesting is on a straight-line basis. In respect of the performance period for the Eighth Annual Award, the Company'saverage annual EPS growth, as confirmed by its Auditors, exceeded 10 per cent.Therefore the conditional award will vest in full on 18 November 2006. Vesting takes the form of a grant of an option exercisable, upon payment of thenotional exercise price, at any time until the seventh anniversary of its dateof grant. DIRECTOR / PDMR AWARDS VESTING/ OPTIONS GRANTED Gareth Davis 47,872Robert Dyrbus 30,464Graham Blashill 9,912David Cresswell 21,760Frank Rogerson 21,760Kathryn Brown 10,638Alison Cooper 10,638 T M Williams Deputy Company Secretary Enquiries Alex Parsons Group Media Relations Manager Tel: +44 (0)117 933 7241 Copies of our announcements are available on our website:www.imperial-tobacco.com This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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