Annual Report and Accounts 2010

22Share-based payments

The Group has several share option schemes in current operation, whereby options over shares in the Company can be granted to employees and directors. The different schemes are described below, but all options are granted with a fixed exercise price equal to the market price of the shares under option at the date of grant, except for those options within the SAYE and ESPP schemes as detailed below. Furthermore, from 2006, the Company has issued Restricted Stock Units (RSUs) to employees instead of options which are actual share awards on vesting rather than options to buy shares at a fixed exercise price. Whilst the Company reserves the right to award options to employees going forward, the majority of awards to employees will be in RSUs.

Under the UK Inland Revenue Executive Approved Share Option Plan (the “Executive Scheme”), the Company may grant options to employees meeting certain eligibility requirements. Options under the Executive Scheme are exercisable between three and ten years after their issue, after which time the options expire.

Under the Company’s Unapproved Scheme (the “Unapproved Scheme”), for which it has not sought approval from the UK tax authorities, options are exercisable one to seven years after their issue, after which time the options expire. The Company also operates the US ISO Scheme, which is substantially the same as the Unapproved Scheme, the main difference being that the options are exercisable one to five years after their issue. Under both of these schemes options are exercisable as follows: 25% maximum on first anniversary, 50% maximum on second anniversary, 75% maximum on third anniversary, 100% maximum on fourth anniversary. Various options to directors under the Unapproved Scheme have certain performance criteria attached, which if met are exercisable after three years, otherwise they will become exercisable after seven years.

There is a further scheme for our French employees (the “French Scheme”). In the French Scheme, options are exercisable between four and seven years after their issue.

Upon the acquisition of Artisan in 2004, the Company assumed the share schemes of Artisan existing at acquisition. The schemes remained substantially the same as prior to the acquisition, other than the options became options to purchase shares in ARM Holdings plc instead of Artisan Components Inc. The number and value of options were amended in line with the conversion ratio as detailed in the merger agreement. The schemes assumed were the “1993 Plan”, the “2000 Plan”, the “2003 Plan”, and the “ND00 Plan”.

Under each plan, there are multiple vesting templates and vesting periods. The majority of the options were already vested upon acquisition, and the most common template was 25% vesting after one year, and then 6.25% vesting each quarter thereafter, until 100% vest after four years. Some options vest on a monthly basis, and some vest over five years. All options lapse ten years from the date of grant.

The Company also offers savings-related share option schemes (SAYE) for all non-US employees and executive directors of the Group. The number of options granted is related to the value of savings made by the employee. The period of savings is three or five years. The option price for grants made since 2007 was set at 80% of the market share price prior to the announcement of the grant, but in previous years was set at 85%, and the right to exercise normally only arises for a six-month period once the savings have been completed. In 2007, the Company commenced a new savings-related option scheme for US employees, namely the Employee Share Purchase Plan (ESPP). The number of options granted is related to the value of savings made by the employee. The period of savings is six months, with the option price being at 85% of the lower of the market share price at the beginning and end of the scheme.

The main RSU awards (to employees in all jurisdictions other than France) vest similarly to the unapproved scheme above, namely 25% on each anniversary over four years. RSU awards to our French employees vest 50% after two years, and then a further 25% after three and four years.

Additionally, the Company operates a Deferred Annual Bonus plan (DAB). Under the DAB, which is for directors and selected senior management within the Group, participants are required to defer 50% of any related annual bonus into shares on a compulsory basis. These shares will be deferred for three years, and then a further matching award will be made depending on the achievement of an EPS performance condition over that time. The Company also operates the Long Term Incentive Plan (LTIP), also for directors and selected senior management, whereby share awards are made and vest depending on the Company’s TSR performance compared to two comparator groups over the three-year performance period.

As disclosed in note 4, staff expenses arising from these share-based compensation schemes of £27.1 million (2009: £19.0 million) were charged to the income statement in the year. This is in line with the Group’s policies for recognition and measurement of the costs associated with these remuneration schemes as outlined in note 1.

The fair value of options granted was estimated on the date of grant using the Black-Scholes option pricing model, except for the ESPP whose fair value is the intrinsic value of the award at the date of vest. The following assumptions for each option grant during 2010 and 2009 were as follows:

 

Grant date

16 Feb 2010

25 Jun 2010

 16 Aug 2010

16 Feb 2009

26 Jun 2009

17 Aug 2009

Scheme

ESPP

SAYE

ESPP

ESPP

SAYE

ESPP

Share price at grant date

£1.949

£2.847

£3.08

£0.965

£1.14

£1.24

Exercise price

£1.0387

£1.948

£1.6567

£0.8203

£0.854

£0.816

Number of employees

287

232

291

275

183

304

Shares under option

1,024,154

609,763

651,371

1,368,689

1,175,528

1,170,412

Vesting period (years)

3–5

3–5

Expected volatility

40%-45%

40%-44%

Expected life (years)

3–5

3–5

Risk free rate

0.5%

0.5%

Dividend yield

0.85%

1.93%

Fair value per option

£0.9353

£1.219-£1.267

£1.4234

£0.1447

£0.416–£0.433

£0.424

The fair value of RSUs, LTIP and DAB awards granted was estimated on the date of grant using the Black-Scholes option pricing model. As all are share awards with no exercise price, all awards have been deemed to have an exercise price of £0.0000001 in the Black-Scholes model. The assumptions for each grant during 2010 and 2009 were as follows:

 

Grant date

8 Feb 2010

8 Feb 2010

8 Feb 2010

8 Feb 2010

8 May 2010

Scheme

DAB

RSU

French RSU

LTIP

RSU

Share price at grant date

£2.05

£2.05

£2.05

£2.05

£2.305

Number of employees

41

1,508

81

41

76

Shares awarded

1,008,683

10,917,393

552,771

2,477,746

393,850

Vesting period (years)

1–4

2–4

3

1–4

Expected volatility

45%

34%-46%

41%-46%

45%

32%-45%

Expected life (years)

3

1–4

2–4

3

1–4

Risk free rate

0.5%

0.5%

0.5%

0.5%

0.5%

Dividend yield

1.18%

1.18%

1.18%

1.18%

1.05%

Fair value per option

£1.979

£1.955–£2.026

£1.955–£2.002

£1.979

£2.21-£2.281

 

 

 

 

 

 

Grant date

8 May 2010

13 Aug 2010

13 Aug 2010

12 Nov 2010

12 Nov 2010

Scheme

French RSU

RSU

French RSU

RSU

French RSU

Share price at grant date

£2.305

£3.088

£3.088

£3.506

£3.506

Number of employees

1

97

3

103

6

Shares awarded

13,500

478,370

20,000

459,475

11,300

Vesting period (years)

2–4

1–4

2–4

1–4

2–4

Expected volatility

41%-45%

35%-46%

42%-46%

37%-46%

39%-46%

Expected life (years)

2–4

1–4

2–4

1–4

2–4

Risk free rate

0.5%

0.5%

0.5%

0.5%

0.5%

Dividend yield

1.05%

0.94%

0.94%

0.83%

0.83%

Fair value per option

£2.21-£2.257

£2.974–£3.059

£2.974–£3.031

£3.392–£3.477

£3.392–£3.448

 

Grant date

8 Feb 2009

8 Feb 2009

8 Feb 2009

8 Feb 2009

8 May 2009

Scheme

DAB

RSU

French RSU

LTIP

RSU

Share price at grant date

£0.9975

£0.9975

£0.9975

£0.9975

£1.125

Number of employees

41

1,534

76

42

54

Shares awarded

1,727,602

13,942,683

750,214

5,430,827

477,000

Vesting period (years)

1–4

2–4

3

1–4

Expected volatility

43%

40%-55%

40%-49%

43%

41%-53%

Expected life (years)

3

1–4

2–4

3

1–4

Risk free rate

1.0%

1.0%

1.0%

1.0%

0.5%

Dividend yield

2.21%

2.21%

2.21%

2.21%

1.96%

Fair value per option

£0.934

£0.913–£0.976

£0.913–£0.954

£0.934

£1.04–£1.103

 

Grant date

8 May 2009

13 Aug 2009

13 Aug 2009

12 Nov 2009

12 Nov 2009

Scheme

French RSU

RSU

French RSU

RSU

French RSU

Share price at grant date

£1.125

£1.246

£1.246

£1.586

£1.586

Number of employees

3

35

2

26

2

Shares awarded

19,500

215,450

6,000

157,550

18,000

Vesting period (years)

2–4

1–4

2–4

1–4

2–4

Expected volatility

41%-50%

41%-50%

41%-50%

40%-50%

41%-50%

Expected life (years)

2–4

1–4

2–4

1–4

2–4

Risk free rate

0.5%

0.5%

0.5%

0.5%

0.5%

Dividend yield

1.96%

1.94%

1.94%

1.53%

1.53%

Fair value per option

£1.04–£1.082

£1.153–£1.222

£1.153–£1.199

£1.492–£1.562

£1.492–£1.538

 

Grant date

1 Dec 2009

Scheme

RSU

Share price at grant date

£1.547

Number of employees

4

Shares awarded

20,500

Vesting period (years)

1–4

Expected volatility

39%-50%

Expected life (years)

1–4

Risk free rate

0.5%

Dividend yield

1.56%

Fair value per option

£1.453–£1.523

The expected volatility was primarily based upon historical volatility adjusted for past one-time events that are not expected to re-occur. The expected life is the expected period to exercise.

A reconciliation of option and share award movements over the year to 31 December 2010 is shown below. Share awards do not have an exercise price and therefore the reconciliation below shows only the number of awards, with no corresponding weighted average exercise prices.

2010

 

 

2009

Options
Number

Weighted
average
exercise price

RSUs/
LTIP/DAB
Number

Options
Number

Weighted
average
exercise price

RSUs/
LTIP/DAB
Number

Outstanding at 1 January

34,862,762

£1.013

41,221,041

62,053,652

£1.057

28,871,631

Granted

2,285,288

£1.457

18,801,305

3,714,629

£0.830

22,862,829

Forfeited

(207,688)

£1.346

(1,639,124)

(1,682,666)

£1.180

(1,335,190)

Lapsed

(703,974)

£3.213

(6,266,711)

£1.958

(1,295,244)

Exercised

(22,783,528)

£1.054

(15,913,696)

(22,956,142)

£0.831

(7,882,985)

Outstanding at 31 December

13,452,860

£0.899

42,469,526

34,862,762

£1.013

41,221,041

Exercisable at 31 December

8,377,656

£0.819

29,090,453

£1.021

The weighted average share price at the date of exercise or vest of the above share options and awards was £2.34 (2009: £1.29). The following options over ordinary shares were in existence at 31 December:

2010



Exercise price (£)

Number
outstanding

Weighted
average
exercise
price (£)

Weighted
average
remaining
life
Expected

Weighted
average
remaining
life
Contractual

Outstanding options:

 

 

 

 

0.22 – 0.4375

1,604,754

0.30

0.56

1.11

0.47 – 0.9475

7,417,573

0.71

1.36

2.27

1.005 – 1.055

1,730,025

1.05

0.67

1.32

1.0575 – 1.25

461,049

1.20

0.74

1.37

1.325 – 3.75

2,239,459

1.79

1.45

2.15

Total

13,452,860

0.90

1.17

1.96

 

Outstanding RSU/LTIP/DAB awards:

0.00 (RSUs)

27,690,117

1.25

1.25

0.00 (LTIP)

11,474,982

0.96

0.96

0.00 (DAB)

3,304,427

1.16

1.16

Total

42,469,526

1.17

1.17

 

2009



Exercise price (£)

Number
outstanding

Weighted
average
exercise
price (£)

Weighted
average
remaining
life
Expected

Weighted
average
remaining
life
Contractual

Outstanding options:

0.19 – 0.45

5,429,016

0.28

0.76

1.55

0.47 – 0.9475

9,602,312

0.69

2.13

3.49

1.005 – 1.055

6,857,892

1.05

0.98

2.20

1.0575 – 1.25

6,598,545

1.23

0.72

1.34

1.325 – 7.738

6,374,997

1.85

1.07

2.59

Total

34,862,762

1.01

1.23

2.36

 

Outstanding RSU/LTIP/DAB awards:

0.00 (RSUs)

25,795,320

1.33

1.33

0.00 (LTIP)

12,099,901

1.32

1.32

0.00 (DAB)

3,325,820

1.36

1.36

Total

41,221,041

1.33

1.33