UL » Topics » Long-term incentive arrangements

This excerpt taken from the UL 20-F filed Mar 29, 2007.

Long-term incentive arrangements

Global Performance Share Plan
  The performance period of the first award ends on 31 December 2007 and therefore no award vested in 2006.The second award was made in 2006 for the performance period 2006-2008.
 
TSR Plan
  The conditional shares awarded in 2003 lapsed in 2006 because the vesting was based on the TSR performance of Unilever (when ranked against its defined peer group with competitors) over the three-year performance period which ended 31 December 2005. For this period, Unilever was ranked 14 in this peer group and therefore no vesting occurred for this award in March 2006 and the shares lapsed.

 

52 Unilever Annual Report on Form 20-F 2006

Back to Contents

   
  Report of the Directors (continued)
   
Report of the Remuneration Committee (continued)

 

Share Matching Plan
  The matching shares originally granted in 2003 on a conditional basis vested in 2006, subject to fulfilment of the retention conditions.
   
Executive Share Options
  The grants of executive share options made in 2003 became exercisable as from 2006. As the 2003 grant was based on Unilever’s EPS performance, the options at vesting were subject to no further conditions.

This excerpt taken from the UL 6-K filed Mar 29, 2007.

Long-term incentive arrangements

Global Performance Share Plan
  The performance period of the first award ends on 31 December 2007 and therefore no award vested in 2006. The second award was made in 2006 for the performance period 2006-2008.
   
TSR Plan
  The conditional shares awarded in 2003 lapsed in 2006 because the vesting was based on the TSR performance of Unilever (when ranked against its defined peer group with competitors) over the three-year performance period which ended 31 December 2005. For this period, Unilever was ranked 14 in this peer group and therefore no vesting occurred for this award in March 2006 and the shares lapsed.

 

52 Unilever Annual Report and Accounts 2006

Back to Contents

   
  Report of the Directors (continued)
   
Report of the Remuneration Committee (continued)

 

Share Matching Plan
The matching shares originally granted in 2003 on a conditional basis vested in 2006, subject to fulfilment of the retention conditions.
   
Executive Share Options
The grants of executive share options made in 2003 became exercisable as from 2006. As the 2003 grant was based on Unilever’s EPS performance, the options at vesting were subject to no further conditions.

This excerpt taken from the UL 20-F filed Mar 29, 2006.

Long-term incentive arrangements

Global Performance Share Plan
  The first award under this new plan was made to Executive Directors in 2005. The performance period of this award is 1 January 2005 to 31 December 2007 and therefore no award vested in 2005.
   
TSR Plan
  Vesting of the conditional award made in 2002 was based on the TSR performance of Unilever (when ranked against its defined peer group with competitors) over the three-year performance period ended 31 December 2004. For this period, Unilever was ranked 13 in this peer group and therefore no vesting occurred for this award in March 2005. The conditional shares awarded in 2002 lapsed.
   
Share Matching Plan
  The matching shares originally granted in 2000 and 2002 on a conditional basis vested in 2005, subject to fulfilment of the retention conditions.
   
Executive Share Options
  The grants of executive share options made in 2002 became exercisable as from 2005. As the size of the 2002 grants was based on Unilever’s EPS performance, the options at vesting were subject to no further conditions.

Pensions
In response to changes in the pension tax regimes in both the Netherlands and the UK:

The projected value of the Netherlands-based Executive Director’s final benefit has been converted from a reasonable expectation to a vested benefit, consistent with the treatment adopted for other Netherlands senior executives with similar expectations; and
   
UK-based Executive Directors and other potentially affected employees have been informed that the company will offer them the option of capping their benefit provided by the Unilever UK Pension Fund at their personal Lifetime Allowance and receiving the balance of their benefit directly from the company.

For Executive Directors appointed since 2005, the annual incentive no longer forms part of pensionable salary.

Arrangements for former Executive Directors in 2005
At the AGMs in May 2005, Antony Burgmans stepped down as Executive Director of the Boards of Unilever NV and PLC and was appointed in a new role as Chairman of both Boards. In line with the provisions of his contract, Mr Burgmans is receiving salary and benefits until June 2006. From June 2006 he will start to receive a Chairmanship fee. While he has received a pro-rated annual incentive payment for his service to the 2005 AGMs, he has no further annual incentive entitlements. Equally, he received no long-term incentive awards after the AGMs in May 2005 and will receive no further new awards. His existing long-term incentives are subject to relevant provisions in the plan rules. Mr Burgmans’ retirement date will be June 2006, then being 59, and from this date he will receive a full pension as if he had retired at 60.

Clive Butler, Keki Dadiseth and André Van Heemstra stepped down as Executive Directors at the AGMs in May 2005. Each has received a pro-rated annual incentive payment for service to the 2005 AGMs. None received any new long-term incentive awards for the period after May 2005 and their existing long-term incentives are subject to relevant provisions in the plan rules. The company is respecting its contractual obligations and has provided for each director to be paid their base salary and benefits for the maximum of one year. Clive Butler and Keki Dadiseth have received their payments as lump sums. André Van Heemstra is receiving his payments on a monthly basis. They receive their full pension benefits at 60 as if they had retired on this date.

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