2 www.ahold.com/reports2008 Notes to the consolidated financial statements 31 Share-based compensation continued Share option plans Financial statements AHOLD ANNUAL REPORT 2008 99 In 2005, Ahold had one global share option plan with a uniform set of rules and conditions (the "2005 Plan") for all participants, except members of the Corporate Executive Board. The term of the 2005 share options is eight years and the exercise of these options is conditional upon continued employment during a three-year vesting period. Upon termination of employment, share options that have vested can be exercised during four weeks after termination and are forfeited thereafter, while share options that have not vested will be forfeited immediately. In 2005, share options were granted on the first Monday in April and the exercise price of each share option equaled the closing market price of Ahold's common shares on the last trading day prior to the grant date. A separate plan applies to members of the Corporate Executive Board. The share option grant made in 2005 to members of the Corporate Executive Board had a five- and ten-year term and was subject to a performance criterion at vesting, being the average economic value added improvement versus targeted improvement over the three financial years prior to vesting. The number of options that could vest was 80 percent to 120 percent of the targeted number of options depending on performance against the vesting criteria (with zero options vesting if performance against the vesting criteria would have been below 80 percent of target). In 2008, the final vesting percentage was determined at 96 percent. Other characteristics of the plan are the same as for the 2005 Plan described above. Until January 2, 2005, Ahold had three share option plans (the Dutch, U.S., and International Share Option Plans - collectively the "Plans"). Under these Plans, participants were granted share options with either a five- or ten-year term, generally exercisable after three years. Share options were granted on the first business day of each year and the exercise price of each share option equaled the closing market price of Ahold's common shares on the last trading day prior to the grant date. Upon termination of employment, all share options granted under the Dutch Plan can be exercised within four weeks after termination and are forfeited thereafter. Share options granted under the U.S. and International Plans can, upon termination of employment, be exercised within four weeks after termination provided they have vested and are forfeited thereafter, while share options that have not vested will be forfeited immediately. Under all option plans, upon termination of employment due to retirement, disability or death, all share options are exercisable during their relevant exercise periods.

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