Note 8
Remuneration of the Corporate Executive Board members, including former members
Employment contracts with the individual Corporate Executive Board members
Mr. Moberg
Amounts in the discussion below are in thousands of EUR or USD, unless otherwise indicated.
Base salary
In 2005 the base salary awarded to each individual Corporate Executive Board member was unchanged compared with 2004.
Annual performance bonuses
70% of the bonus opportunity for the Corporate Executive Board members is based on improvement of Economic Value Added
("EVA") and 30% is based on financial and qualitative targets set by the Supervisory Board. The EVA target is based on EVA
improvement for Ahold overall. According to Ahold's remuneration policy for Corporate Executive Board members, the bonus
paid upon achieving "at-target" performance is 100% of the annual base salary with a maximum of 125% of the annual base
salary for all Corporate Executive Board members. For Mr. Moberg however, due to contractual obligations, the bonus payable
upon achieving "at-target" performance is 143% of his annual base salary with a maximum bonus of 250% of his annual base
salary.
Pension plan
The Corporate Executive Board members, except for Mr. Moberg, will receive final pay of 60% of their pension-bearing
base salary annually 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 3.9% of their
pension-bearing salary. In addition, Mr. De Raad participates in a U.S. salary continuation plan, which is free of contribution
and applies to his U.S. pensionable salary. The defined benefit obligation related to Messrs. Wakkie, Ryöppönen and De Raad
amounts to EUR 3,240 as of January 1, 2006.
Mr. Moberg does not participate in any of Ahold's pension plans; instead he receives the employer retirement pension
contributions, which amount to approximately EUR 83 per year.
Due to changes in pension law in the Netherlands, the Company will review the pension plan for the Corporate Executive Board
members during 2006.
The Company's amended and restated employment agreement with Mr. Moberg, dated October 14, 2003, provides for a base
salary of EUR 1,500 per year and a bonus, as well as participation in the Company's share option plan. The bonus is based
70% on EVA targets and 30% on two personal performance criteria set by the Supervisory Board. The maximum bonus he
can receive is 250% of his base salary for each year. In addition, Mr. Moberg participates in the Company's 2004-2006
Performance Share Grant program (see Note 9). Unless Mr. Moberg's employment agreement is otherwise terminated, he will
be eligible for reappointment in 2008. Mr. Moberg's severance arrangement will be negotiated if and when this employment
agreement is terminated by Ahold other than for cause. Mr. Moberg's employment agreement may be terminated by Ahold
with a notice period of 12 months and by Mr. Moberg with a notice period of six months.
Mr. Rishton
The Company's employment agreement with Mr. Rishton, dated September 14, 2005, provides for a base salary of EUR 725
per year and bonus in accordance with the annual cash incentive plan, including the plan's target and cap, and the long-term
incentive plan of the Company's remuneration policy. On the starting date of his employment, Mr. Rishton was granted
100,000 Ahold common shares to compensate the loss of long-term perquisites from his previous employer. The vesting of
these common shares is conditional upon three years employment. Mr. Rishton's grant of shares will vest immediately in the
event that his employment agreement is terminated within the three-year vesting period. Mr. Rishton participates in the Ahold
pension plan. Mr. Rishton's employment agreement may be terminated by Ahold with a notice period of 12 months and by
Mr. Rishton with a notice period of six months. In the event Ahold terminates Mr. Rishton's employment agreement for reasons
other than cause, Mr. Rishton is entitled to a severance payment equal to one year's base salary.
AHOLD ANNUAL REPORT 2005 115
