Ahold Annual Report 2003
Financial Statements
119
For 2003, Ahold changed the disclosure of the remuneration in the preceding table by disclosing separately the
allowances and the value of benefits in kind. The 2002 and 2001 amounts were also adjusted for the Dutch Board
members to reflect the adoption of SFAS 87 and SFAS 106 in 2002. In previous years the disclosure of bonuses was
included in the remuneration disclosure once they were paid. As from 2003, the disclosure will include the charge
during the year including the accrual for bonuses to be paid in the following year. As the actual bonus amount may
vary from the accrued bonus, pending the approval of the Remuneration Committee, differences may appear in the
remuneration disclosure for next year.
Base salary
In 2003, the base salary of the Corporate Executive Board members did not increase compared to 2002.
Annual performance bonuses
The bonuses for six of the Corporate Executive Board members (including three former Board Members until
termination of their contract) are based on improvement of Economic Value Added ("EVA"). For Dutch Corporate
Executive Board members, the target is based on EVA improvement for Ahold overall. For the U.S. Corporate
Executive Board members, the target is based on 10% EVA improvement for Ahold overall and 90% EVA
improvement for their respective U.S. areas of responsibility. The bonus for a performance that meets the target
exactly is 125% of the base salary. Mr. Moberg and Mr. Ryöppönen, who joined Ahold in 2003, are entitled to bonus
payments dependent on financial and qualitative targets set by the Supervisory Board. The targets of Mr. Moberg
have been presented at the Extraordinary General Meeting of November 26, 2003. Mr. Ryöppönen received an
installment of a guaranteed bonus of Euro 500,000 in 2003. In 2003, no bonuses, over 2002, were paid yet to
Corporate Executive Board members, except for W.J. Grize (based on 2002 USA results).
Pension plan
The non-U.S. Corporate Executive Board members, except for Mr. Moberg, currently receive a final pay plan of 60%
of the pension-bearing base salary upon reaching the age of 60, assuming a minimum of 30 pension-bearing years
at Ahold have been accumulated. These Corporate Executive Board members pay a pension premium contribution
of approximately 3.4% of their pension-bearing salary. In addition, for four Corporate Executive Board members
(including two former Board members until termination of their contract), a salary continuation plan applies to the
U.S. portion of the base salary. This is free of contribution and is also applied at the 60% level. This plan pays out
following retirement.
Various plans currently apply to the U.S. Corporate Executive Board members. For one of the two U.S. Board
members partly serving during 2003, the aforementioned salary continuation plan is set at the level of 60% of the
base salary (assuming full employment). Participation of this plan has been terminated at the termination date of
this Board member. For the other U.S. Board member, the pension plan of the Company, of which he was President
and Chief Executive Officer prior to his appointment to the Corporate Executive Board, has been sustained.
Assuming full-time employment, the pension allocation upon retirement for this member will also be approximately
60% of the level of the base salary.
As Mr. Moberg does not participate in any of Ahold's pension plans, he will be paid the employer retirement
pension contributions, which amount to approximately EUR 83,000 per year.
Certain loans that had been granted to the Corporate Executive Board members have been repaid in 2003.
Employment contracts with the individual Board members (salary and bonus x 1 EUR or 1 USD)
The Company's amended and restated employment agreement with Mr. Moberg, dated October 14, 2003, provides
for a base salary of EUR 1,500,000 per year and a bonus, as well as participation in the Company's stock option
plan. The bonus will be calculated based on financial and qualitative targets set by the Supervisory Board, the
maximum being 2.5 times his base salary for each year. Pursuant to the employment agreement, Mr. Moberg has
been granted one million stock options. In addition, Mr. Moberg has received a grant of 250,000 of Ahold's common
shares. Mr. Moberg is also entitled to relocation and other related expenses. Unless Mr. Moberg's employment
agreement is otherwise terminated, a possible reappointment will take place in 2008. The employment agreement
may be terminated by Ahold with a notice period of 52 weeks and by Mr. Moberg with a notice period of 26 weeks.
The Company's employment agreement with Mr. Ryöppönen, dated June 18, 2003, provides for a base salary
of EUR 650,000 per year and a bonus, as well as participation in Ahold's stock option plan. The bonus will be
calculated based on financial and qualitative targets set by the Supervisory Board, the target bonus being 1.25 times
his base salary for each year. For the first 12 months of his employment, Mr. Ryöppönen will receive a guaranteed
bonus of 70% of this annual target bonus amount, of which EUR 500,000 has been paid to him. For the following
12 months of employment, Mr. Ryöppönen will receive a guaranteed bonus of 50% of his annual target bonus
amount. Mr. Ryöppönen has received a grant of 100,000 of Ahold's common shares and is entitled to an additional
100,000 common shares subject to the terms and conditions of a retention agreement. Mr. Ryöppönen participates
in the Ahold pension plans. Mr. Ryöppönen is also entitled to relocation and other related expenses. Unless Mr.
