20th Feb 2008 16:21
GlaxoSmithKline PLC20 February 2008 Notification of Transactions of Directors and Persons Discharging Managerial Responsibility Awards made by GlaxoSmithKline On 19 February 2008 the Company granted a number of share-based awards toDirectors and Persons Discharging Managerial Responsibility. The followingawards were made: • Awards under the GlaxoSmithKline Performance Share Plan, which are subject to performance conditions; • Awards under the GlaxoSmithKline Share Option Plan, which are subject to performance conditions; and • A one-off retention award to an Executive Director. The Performance Share Plan and the Share Option Plan were both approved byshareholders on 31 July 2000, and allow awards to be made to senior executivesin the Group, including the Executive Directors. The one-off retention award hasbeen made in accordance with Listing Rule 9.4.2(R). The details of these awards are shown below. Performance Share Plan Under the terms of the GlaxoSmithKline Performance Share Plan, contingent awardsare granted over a designated number of Ordinary shares or American DepositoryShares (ADSs), with the percentage of awards ultimately vesting depending onperformance. The performance condition applies over a three-year measurementperiod, which commenced on 1 January 2008 and will end on 31 December 2010. 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 with 100% of the award vesting where the Company is ranked firstor second when compared to the comparator group. 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. Tothe extent that an award does not vest, it lapses. 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 Executive Directors or PersonsDischarging Managerial Responsibility (PDMRs), were each granted an award underthe terms of the GlaxoSmithKline Performance Share Plan as set out. Awards aregranted over either the Company's 25p Ordinary shares or over the Company'sADSs. One ADS equals two Ordinary shares. Dividends accrue on the shares duringthe vesting period and vest to the extent that shares vest. Number of Ordinary shares potentially vesting Less than Equal to Equal to Equal to Equal to Equal to Equal to Equal to or median median 7th 6th 5th 4th 3rd above 2nd position position position position position position positionMr A P Witty* Nil 78,750 112,500 135,000 157,500 180,000 202,500 225,000Mr J S Heslop* Nil 36,750 52,500 63,000 73,500 84,000 94,500 105,000Mr J M 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 E J Gray Nil 17,500 25,000 30,000 35,000 40,000 45,000 50,000Mr D Learmouth Nil 7,437.5 10,625 12,750 14,875 17,000 19,125 21,250 * 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 or median median 7th 6th 5th 4th 3rd above 2nd position position position position position position positionDr M Slaoui* Nil 24,150 34,500 41,400 48,300 55,200 62,100 69,000Mr C Viehbacher* Nil 14,875 21,250 25,500 29,750 34,000 38,250 42,500Mr D J Phelan Nil 13,475 19,250 23,100 26,950 30,800 34,650 38,500Dr R G Greig Nil 8,750 12,500 15,000 17,500 20,000 22,500 25,000Mr D Pulman Nil 8,750 12,500 15,000 17,500 20,000 22,500 25,000Mr W C Louv Nil 8,750 12,500 15,000 17,500 20,000 22,500 25,000 * denotes an Executive Director The vesting date for these awards is 19 February 2011, subject to theRemuneration Committee having determined that the performance conditions havebeen satisfied. 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) growth over the performance period. EPS is measured over the threefinancial years that started on 1 January 2008 and end on 31 December 2010. Tothe extent that options under the GlaxoSmithKline Share Options Plan do not vestat the end of this period, they will 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 2007). Nooptions vest unless the Company's EPS increase exceeds RPI by 3% per annum. 50%of the share options vest for an EPS increase of 3% p.a. in excess of RPI, withincreasing vesting up to 100% for an increase of 6% p.a. or more in excess ofRPI. Vesting increases on a straight-line basis for EPS performance between thehurdles set out in the tables below. The individuals in the tables below, who are all Executive Directors or PDMRs,were each granted an award under the terms of the GlaxoSmithKline Share OptionPlan. Options are granted over either the Company's 25p Ordinary shares or overthe Company'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. moreMr A P Witty* Nil 262,500 349,999 437,499 525,000Mr J S Heslop* Nil 121,375 161,833 202,291 242,750Mr J M Clarke Nil 88,750 118,333 147,916 177,500Mr E J Gray Nil 57,500 76,666 95,833 115,000Mr M Dunoyer Nil 35,000 46,666 58,333 70,000Mr D Learmouth Nil 25,250 33,666 42,083 50,500 * 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. moreDr M Slaoui* Nil 79,375 105,833 132,291 158,750Mr C Viehbacher* Nil 48,875 65,166 81,458 97,750Mr D J Phelan Nil 44,375 59,166 73,958 88,750Dr R G Greig Nil 28,750 38,333 47,916 57,500Mr D Pulman Nil 28,750 38,333 47,916 57,500Mr W C Louv Nil 28,750 38,333 47,916 57,500 * denotes an Executive Director Options were granted on 19 February 2008 with an exercise price of £11.47 (orUS$44.75 in the case of ADSs). The vesting date for these awards is 19 February2011, subject to the Remuneration Committee having determined that theperformance conditions have been satisfied. One-off Retention Award to Mr Viehbacher On 19 February 2008 the Company made a one-off conditional award of 111,750 ADSsto Mr Chris Viehbacher, President, US Pharmaceuticals. The award will vest subject to his continued employment with GlaxoSmithKline andthe Remuneration Committee's assessment of his performance over the vestingperiod. 67,050 ADSs will vest on 31 December 2009, and the remaining 44,700 ADSswill vest on 31 December 2011. The number of ADSs will be increased to reflect dividends that would haveaccrued in the period between award and vesting to the extent that the ADSsvest. All of the above awards were made on 19 February 2008. The price of an Ordinaryshare on this date was £11.47 and the price of an ADS was $44.75. The Company, Directors and Persons Discharging Managerial Responsibility wereadvised of these transactions on 20 February 2008. This notification is made in accordance with Disclosure and Transparency Rule3.1.4R(1)(a). S M BicknellCompany Secretary 20 February 2008 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 European Analyst/Investor enquiries: David Mawdsley (020) 8047 5564 Sally Ferguson (020) 8047 5543 Gary Davies (020) 8047 5503 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:
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