21st Feb 2007 18:27
GlaxoSmithKline PLC21 February 2007 Notification of Transactions of Directors, Persons Discharging Managerial Responsibility or Connected Persons Awards under GlaxoSmithKline's Performance Share & Share Option Plans On 20 February 2007 the Company granted performance share awards and shareoptions under the terms of the GlaxoSmithKline Performance Share Plan and theGlaxoSmithKline Share Option Plan (the Plans), which are subject to performanceconditions. The Plans were both approved by shareholders on 31 July 2000, andallow awards to be made to senior executives in the Group, including theExecutive Directors. Performance Share Plan Under the terms of the GlaxoSmithKline Performance Share Plan, contingent awardsover a designated number of Ordinary Shares or American Depository Shares (ADSs)are granted, with the percentage of awards ultimately vesting depending onperformance. The performance condition applies over a three-year measurementperiod, which commenced on 1 January 2007 and will end on 31 December 2009. The performance condition for these awards compares the Total Shareholder Return(TSR) of GSK's shares with the TSR of the shares of 14 comparator companies overthe three-year period. No awards will vest if GSK delivers returns which, whenranked against these companies, rank below the median. Vesting increases on asliding scale to the maximum of 100% of the award vesting where the Company isranked first or second when compared to the comparator group. The companies in the comparator group are Abbott Laboratories, AstraZeneca,Amgen, Bristol-Myers Squibb, Eli Lilly & Co, Johnson & Johnson, Merck, Novartis,Pfizer, Roche, Sanofi-Aventis, Schering-Plough, Takeda Pharmaceutical Companyand Wyeth. The individuals in the tables below, who are all persons discharging managerialresponsibility (PDMRs), were each granted an award under the terms of theGlaxoSmithKline Performance Share Plan as set out. Awards are granted overeither the Company's 25p Ordinary Shares or over the Company's ADSs. One ADSequals two Ordinary Shares. Number of Ordinary Shares potentially vesting Less Equal to Equal to Equal to Equal to Equal to Equal to Equal to than median 7th 6th 5th 4th 3rd or above median position position position position position position 2nd position Mr J S Heslop* Nil 36,750 52,500 63,000 73,500 84,000 94,500 105,000Mr R Bondy Nil 26,950 38,500 46,200 53,900 61,600 69,300 77,000Mr J Clarke Nil 26,950 38,500 46,200 53,900 61,600 69,300 77,000Mr M Dunoyer Nil 10,150 14,500 17,400 20,300 23,200 26,100 29,000Mr D Learmouth Nil 7,438 10,625 12,750 14,875 17,000 19,125 21,250Mr A Witty Nil 29,750 42,500 51,000 59,500 68,000 76,500 85,000 * Denotes an Executive Director. Number of ADSs potentially vesting (N.B. One ADS represents two Ordinary Shares) Less than Equal to Equal to Equal to Equal to Equal to Equal to Equal to median median 7th 6th 5th 4th 3rd or above position position position position position position 2nd position Dr JP Garnier* Nil 84,000 120,000 144,000 168,000 192,000 216,000 240,000Dr M M Slaoui* Nil 24,150 34,500 41,400 48,300 55,200 62,100 69,000Dr R Greig Nil 8,750 12,500 15,000 17,500 20,000 22,500 25,000Mr W Louv Nil 8,750 12,500 15,000 17,500 20,000 22,500 25,000Mr D Phelan Nil 13,475 19,250 23,100 26,950 30,800 34,650 38,500Mr D Pulman Nil 8,750 12,500 15,000 17,500 20,000 22,500 25,000Mr D Stout Nil 39,375 56,250 67,500 78,750 90,000 101,250 112,500Mr C Viehbacher Nil 14,875 21,250 25,500 29,750 34,000 38,250 42,500 * Denotes an Executive Director. Dividends accrue on the shares during the vesting period and vest to the extentthat shares vest. The price of an Ordinary Share at the date of award was £14.88 and the price ofan ADS was $58.00. The normal vesting date for these awards is 20 February 2010. TSR is measured on a pro-rata basis. Where the Company's performance fallsbetween two of the comparator companies, the exact level of vesting will bedetermined by the actual relative level of TSR rather than simple ranking. Share Option Plan Under the terms of the GlaxoSmithKline Share Option Plan, share options allowthe holder to buy Ordinary Shares or ADSs at a future date at a price determinedby reference to the market price of shares at the time of grant. The ultimatenumber of share options that become exercisable depends on GSK's earnings pershare (EPS). EPS is measured over the three financial years that started on 1January 2007 and end on 31 December 2009. To the extent that options under theGlaxoSmithKline Share Options Plan do not vest at the end of this period, theywill lapse. The performance condition compares the compound annual increase in the Company'sEPS with the increase in the Retail Price Index (RPI) over the performanceperiod compared to the base year (the financial year ended 31 December 2006). Nooptions vest unless the Company's EPS increase exceeds RPI by 3% p.a. 50% of theshare options become exercisable for an increase of 3% p.a. in excess of RPI,with increasing vesting up to 100% for an increase of 6% p.a. or more in excessof RPI. The individuals in the tables below, who are all PDMRs, were each granted anaward under the terms of the GlaxoSmithKline Share Option Plan as set out.Options are granted over either the Company's 25p Ordinary Shares or over theCompany's ADSs. One ADS equals two Ordinary Shares. 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 RPI+3%p.a. more Mr J S Heslop* Nil 121,375 161,833 202,291 242,750Mr 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 46,666 58,334 70,000Mr D Learmouth Nil 25,250 33,666 42,084 50,500Mr A Witty Nil 97,750 130,333 162,500 195,500 * Denotes an Executive Director. Number of ADSs potentially vesting (N.B. One ADS represents two Ordinary Shares) Less than RPI+3%p.a. RPI+4%p.a. RPI+5%p.a. RPI+6%p.a. or RPI+3%p.a. more Dr JP Garnier* Nil 275,000 366,663 458,332 550,000Dr M M Slaoui* Nil 79,375 105,833 132,292 158,750Dr R Greig Nil 28,750 38,333 47,917 57,500Mr W Louv Nil 28,750 38,333 47,917 57,500Mr D Phelan Nil 44,375 59,166 73,958 88,750Mr D Pulman Nil 28,750 38,333 47,917 57,500Mr D Stout Nil 131,250 174,999 218,750 262,500Mr C Viehbacher Nil 48,875 65,166 81,458 97,750 * Denotes an Executive Director. Vesting increases on a straight-line basis for EPS performance between thehurdles set out in the above tables. Options were granted on 20 February 2007 with a subscription price of £14.88 (orUS$58.00 in the case of ADSs). The vesting date for these awards is 20 February2010, subject to the Remuneration Committee having determined that theperformance conditions have been satisfied. The Company, the Executive Directors and PDMRs were informed of these changes on21 February 2007. S M Bicknell Company Secretary 21 February 2007 Enquiries: UK Media enquiries: Philip Thomson (020) 8047 5502 Alice Hunt (020) 8047 5502 Gwenan White (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: Anita Kidgell (020) 8047 5542 David Mawdsley (020) 8047 5564 Sally Ferguson (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