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Directors' Shares Interests

The holdings of directors in office at the end of the year in the shares of the Company, including shares unvested awarded under the Employee Share Plan and Share Bonus Plan are shown below. These exclude unvested awards made by the Company under the Performance Share Plan.

Name

31 December 2008

1 January 2008

Kate Avery

1,090,298

922,769

Tim Breedon

1,924,195

1,686,347

Andrew Palmer

570,639

1,306,014

John Pollock

609,602

469,694

Frances Heaton

106,140

87,772

Sir Rob Margetts

620,627

519,921

Rudy Markham

49,993

16,091

Ronaldo Schmitz

117,617

95,133

Henry Staunton

137,600

112,154

James Strachan

92,087

73,719

Sir David Walker

333,730

277,493

Share Options

Executive directors’ options outstanding under the Company Share Option Plan (CSOP) and Executive Share Option Scheme (ESOS) or acquired under the Company’s Savings-Related Share Option Scheme (SAYE) comprise:

Movements in Year

Name

 

Share options
1 Jan 2008

Options
(exercised/
lapsed)
granted

Share options
31 Dec 2008

Exercise
price
(p)

Earliest
exercise
date

Latest
exercise
date

Kate Avery

SAYE

32,272

 

32,272

55

1.5.10

31.10.10

No options lapsed during 2008. As at 31 December 2008, there were 1,084,013 options outstanding for executive directors where the exercise price exceeded the highest market price during the year of 136.0p. The range of share price during 2008 was 57.1p to 136.0p.

The SAYE scheme is approved by HMRC and, in accordance with the relevant legislation, has no performance conditions.

All outstanding ESOS awards for the above have now met their performance conditions and are exercisable.

 

The Company’s register of directors’ interests, which is open to inspection, contains full details of directors’ shareholdings and share options.

 

SAYE

9,736

 

9,736

98.6

1.5.11

31.10.11

 

CSOP

545

 

545

158.47

11.4.03

10.4.10

 

CSOP

19,589

 

19,589

148.62

10.4.04

9.4.11

 

ESOS

220,430

 

220,430

148.62

10.4.04

9.4.11

Tim Breedon

SAYE

9,220

 

9,220

101.4

1.10.09

31.3.10

 

CSOP

545

 

545

158.47

11.4.03

10.4.10

 

ESOS

78,115

 

78,115

162.36

23.4.02

22.4.09

Andrew Palmer

SAYE

29,863

(29,863)

0

55

1.5.08

31.10.08

 

SAYE

18,585

 

18,585

98.6

1.5.15

31.10.15

 

CSOP

545

 

545

158.47

11.4.03

10.4.10

 

CSOP

19,589

 

19,589

148.62

10.4.04

9.4.11

 

ESOS

307,710

 

307,710

148.62

10.4.04

9.4.11

 

ESOS

436,400

 

436,400

147.48

10.4.05

9.4.12

John Pollock

SAYE

29,863

(29,863)

0

55

1.5.08

31.10.08

 

SAYE

17,038

 

17,038

98.6

1.5.13

31.10.13

 

CSOP

545

 

545

158.47

11.4.03

10.4.10

Gains on the Exercise of Share Options

Gains on share options represent the difference between the market price of the shares at the date of exercise and the exercise price.

Name

 

Options
exercised

Exercise
price (p)

Market price
at date of
exercise (p)

Gain
2008
£’000

Gain
2007
£’000

The information in these tables has been audited by the independent auditors, PricewaterhouseCoopers LLP.

Andrew Palmer

SAYE

29,863

55

124.9

21

592

John Pollock

SAYE

29,863

55

124.9

21

Share Bonus Plan

Awards made since 2005 have been included within the Directors’ Remuneration table in the year to which the bonus relates.

Performance Share Plan

Name

Awards granted1

Maximum award receivable for stretch performance

Awards vesting2

Awards lapsing

Maximum outstanding
awards as at
31 December 2008

Kate Avery3

7 April 2005

478,936

(131,707)

(347,229)

0

The table shows the maximum number of shares which could be awarded if awards were to vest in full. Participants do not receive dividends on unvested awards.

 

1

These awards vest on the third anniversary of the award date subject to the satisfaction of performance targets as described above. The share price on the date of grant for the 2008 awards was 127.2p.

2

The share price on the date of vesting for the 2005 award was 133.95p.

3

Kate Avery’s outstanding awards will lapse in full on the cessation of her employment. Her unvested awards under the Share Bonus Plan will also lapse on cessation of employment. Awards that reach maturity before 31 August 2009 will vest in accordance with the rules.

 

In 2009, in respect of performance in 2008, the Remuneration Committee decided that executive directors should be granted awards of performance shares to the following values: Tim Breedon £1,155,000, Mark Gregory £465,000, Andrew Palmer £690,000 and John Pollock £555,000.

 

The information in these tables has been audited by the independent auditors, PricewaterhouseCoopers LLP.

 

24 April 2006

426,800

 

 

426,800

 

25 April 2007

449,580

 

 

449,580

 

29 April 2008

605,344

 

 

605,344

Tim Breedon

7 April 2005

635,032

(174,633)

(460,399)

0

 

24 April 2006

960,304

 

 

960,304

 

25 April 2007

950,544

 

 

950,544

 

29 April 2008

1,210,688

 

 

1,210,688

Andrew Palmer

7 April 2005

635,032

(174,633)

(460,399)

0

 

24 April 2006

569,068

 

 

569,068

 

25 April 2007

565,188

 

 

565,188

 

29 April 2008

723,268

 

 

723,268

John Pollock

7 April 2005

372,504

(102,438)

(270,066)

0

 

24 April 2006

348,551

 

 

348,551

 

25 April 2007

411,044

 

 

411,044

 

29 April 2008

581,760

 

 

581,760

Other Share Purchases

The following executive directors’ share purchases were made pursuant to their application in the Employee Share Plan:

2009
Name

2 January

2 February

2 March

*

Ceased to be a director on 28 January 2009.

Appointed 28 January 2009.

Tim Breedon

191

248

394

Kate Avery*

191

Andrew Palmer

191

248

394

John Pollock

191

247

395

Mark Gregory

248

394

The following non-executive directors’ share purchases were made pursuant to their regular monthly purchase arrangements:

2009
Name

2 January

2 February

2 March

Sir Rob Margetts

10,372

13,280

21,159

Frances Heaton

2,058

2,636

4,200

Rudy Markham

2,058

2,636

4,200

Ronaldo Schmitz

2,058

2,636

4,200

Henry Staunton

2,858

3,659

5,830

James Strachan

2,058

2,636

4,200

Sir David Walker

4,623

5,919

9,431