Eckoh plc announces that on 2nd January 2013 the Remuneration Committee have granted conditional nil cost share awards to the Executive Directors under the Eckoh 2012 Long-Term Incentive Plan (the “LTIP”) which was approved for adoption by the Board of the Company on 19th December 2012.
The LTIP replaces awards previously awarded to Executive Directors in June 2010. The Remuneration Committee believe the replacement award recognises the value generated to date since the grant of the original award when the share price was 4.875 pence per share, whilst also incentivising Directors to be retained for a further minimum of three years and generate further significant value for shareholders into the future.
All outstanding share awards under Part 1 of the 2010 LTIP have been cancelled in return for adoption of the 2012 LTIP. In addition, the Executive Directors have also forfeited Part 2 of the 2010 LTIP which would have paid a maximum of 10% of any consideration arising from a change of control to senior management.
Details of the conditional nil cost share options awarded ('Base Awards') and forfeited under the 2010 LTIP are as follows:
Executive Director Awards forfeited from 2010 LTIP Base Awards granted by 2012 LTIP
Nik Philpot 3,150,000 8,531,966
Adam Moloney 1,846,153 4,265,983
The shares subject to the 2012 LTIP awards will only be released to the Executive Directors in three years' time subject to their continued employment and the satisfaction of certain share price performance conditions. The Base Awards will vest in three equal amounts on the anniversary of the grant in each of the next three years and are subject to claw back under certain events, including if the future share price on vesting has fallen by greater than 10% on the previous year.
Executive Directors can also earn a maximum of an additional 50% of the Base Award depending on the achievement of challenging share price targets within three years. The maximum award can only be achieved in the event that the share price hits a target of 28 pence per share by the end of 2015.
Awards made under Part 1 of the 2010 LTIP were triggered only by a change of control of the business and did not recognise benefit arising from an improvement in operational progress in the business leading to increased value for shareholders. It is believed that the new LTIP better aligns incentives to shareholder interests as it rewards value created through operational improvement rather than solely through a sale of the business. However, under accounting rules, no charge was required to be made to the income statement for awards of Part 1 of the 2010 LTIP until such time as a change of control was probable. The new LTIP is expected to result in a charge to the income statement of £0.2m during the year ended 31 March 2013, £0.6m in the year ended 31 March 2014, £0.3m in the year ended 31 March 2015 and £0.1m in the year ended 31 March 2016. These accounting entries will not lead to a cash charge to the company over the period.
Adam Moloney, Chief Financial Officer
01442 458 300