2 www.ahold.com/reports2008
Notes to the consolidated financial statements
31 Share-based compensation continued
GRO program
Main characteristics
Financial statements
AHOLD ANNUAL REPORT 2008 97
Under the GRO program, Ahold shares are granted through a mid-term (three-year) and a long-term (five-year) program. The number
of conditional shares to be granted depends on the at-target value, the annual incentive multiplier of the preceding year and the
average share price for six months preceding the date of the grant. The shares are granted on the day after the Annual General
Meeting of Shareholders and vest on the day after the publication of Ahold's full-year results in the third year (mid-term component)
or fifth year (long-term component) after the grant, provided the participant is still employed by Ahold. Shares granted to Corporate
Executive Board members vest after three years (mid-term component) or five years (long-term component), subject to continued
employment. Corporate Executive Board members are not allowed to sell their shares within a period of five years from the grant
date, except to finance tax due at the date of vesting. For participants other than the Corporate Executive Board members, the mid
term component of the program contains a matching feature. For every five shares a participant holds for an additional two years
after the vesting date, the participant will receive one additional share.
The conditional shares granted through the long-term component are subject to a performance condition. The number of shares that
will ultimately vest depends on Ahold's performance compared to 11 other retail companies (refer to "Remuneration" section of this
Annual Report for the composition of the peer group), measured over a five-year period using the Total Shareholder Return ("TSR",
share price growth and dividends). The table below indicates the percentage of conditional shares that could vest based on the
ranking of Ahold within the peer group:
Rank
1
2
3
4
5
6
7
8
9
10
11
12
Corporate Executive Board
150%
130%
110%
90%
70%
50%
25%
0%
0%
0%
0%
0%
Other participants
150%
135%
120%
105%
90%
75%
60%
45%
30%
15%
7.5%
0%
As of the end of 2008, Ahold held the third position with respect to the 2006 share grant, the fourth position for the 2007 share
grant and the fifth position for the 2008 share grant. These positions are not an indication of Ahold's final ranking at the end of the
performance periods, nor do they provide any information related to vesting of shares.
Upon termination of employment due to retirement, disability or death, the same vesting conditions as described above apply.
Upon termination of employment without cause (e.g., restructuring or divestment), a pro rata part of the granted shares will vest
on the date of termination of employment.
