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8 Stock-based compensation plans
Stock option plans
Ahold Annual Report 2003
Financial Statements
121
Remuneration of the Supervisory Board members
(x EUR 000s)
Total
2003
Total
2002
Total
2001
K. Vuursteen (since 2002)
36
25
R. Fahlin (since 2001)
45
46
12
Sir M. Perry
36
36
42
Dr. C.P. Schneider (since 2001)
36
36
9
R.G. Tobin (since 2001)
1,128'
36
12
L.J.R. de Vink
45
45
42
J. Hommen (since 2003)
422
H. de Ruiter (until November 26, 2003)
254s
54
54
C. Boonstra (until September 3, 2001)
28
J.A. van Kemenade (until December 1, 2001)
42
R.J. Nelissen (until May 5, 2001)
16
Total
1,622
278
257
1 Includes USD 1,300 (EUR 1,092) for services performed as interim CEO of U.S. Foodservice.
2 Includes EUR 13 for services performed as external advisor to the Supervisory Board.
3 Includes EUR 200 for services performed as interim President and CEO of Ahold.
At year-end 2003, Supervisory Board members had the following shares and other interests in Ahold:
Common Shares
R. Fahlin
3,333
Sir M. Perry
650
K. Vuursteen
4,401
Total
8,384
At December 28, 2003, the Company had three stock option plans (the Dutch, U.S. and International Stock Option
Plans (collectively the "Plans")), which are described below. The Company accounts for the intrinsic value of its
stock option grants under the Plans in accordance with Dutch GAAP. Because all fixed options under the Plans
were granted at an exercise price equal to the quoted market price at the grant date, no compensation cost has
been charged to the consolidated statements of operations for the Plans in 2003, 2002, and 2001, respectively.
The Plans qualify as fixed option plans. The aggregate number of common shares authorized for the 2004
stock option grant under the plans, was 8.4 million shares as of December 28, 2003. During the years presented,
the Company has followed the recommended practice in The Netherlands of not granting options exercisable into
an amount of shares that exceeds a yearly approximate maximum of 1% of the issued and outstanding common
shares, or 15.5 million as of December 28, 2003. Since December 1997, the number of stock options granted
each year has been dependent on the growth in basic net income (loss) after preferred dividends per common
share during the most recent year as compared to the immediately preceding year.
Under the Plans, participants are granted options with either a five- or ten-year term. Options are granted
on the first business day of each year and the exercise price of each option equals the closing market price
of the Company's common shares for the previous business day.
For year 2003, at the grant date, the participants in the Dutch Plan could elect to receive half of their
granted options with a ten-year term, exercisable after three years. In years 2002 and 2001, at the grant date, the
participants in the Dutch Plan could elect to receive up to one-third of their granted options with a ten-year term,
exercisable after five years. Five-year options granted under the Dutch Plan are exercisable after three years. Upon
termination of employment, stock options granted under the Dutch Plans, can be exercised within four weeks after
termination and are forfeited thereafter.
The stock options granted under the U.S. Plan have characteristics similar to those granted under the Dutch
Plan. In 2003, the U.S. Plan requires that half of the options granted have a ten-year term, exercisable after three
years. The U.S. Plan for years 2002 and 2001, however, requires that one-third of the options have a ten-year term,
exercisable after five years. Five-year options granted under the U.S. Plan during 2003 and 2002 are exercisable
after three years while those granted during 2001 are exercisable after two years. Under the U.S. Plan, options
granted in 2003 can, upon termination of employment, only be exercised within four weeks after termination
provided they have vested (three years after grant) and are forfeited thereafter, while options that have not vested
will be forfeited immediately. Under the U.S. Plan for years 2002 and 2001, upon termination of employment, the
five-year options, as well as ten-year options that have vested (five years after grant), can only be exercised within
four weeks after termination and are forfeited thereafter.
