B CO CO 32 Share-based compensation (continued) - - - - - - - Ahold Annual Report 2012 Notes to the consolidated financial statements Ahold at a glance Our strategy Our performance Governance Investors Outstanding at the beginning of 2012 Granted1 Vested2 Forfeited Outstanding at the end of 2012 Other employees 2007 grant 1,447,223 370,615 1,806,060 11,778 2008 grant 1,834,339 13,824 44,827 1,775,688 2009 grant 4,965,558 2,479,338 102,753 2,383,467 2010 grant 2,786,839 14,377 103,672 2,668,790 2011 grant 5,292,671 12,780 158,957 5,120,934 2012 grant 5,972,913 1,452 127,499 5,843,962 Subtotal CEB members 731,441 413,861 98,462 1,046,840 Total number of shares 17,058,071 6,757,389 4,426,293 549,486 18,839,681 1 Represents the number of shares originally granted for the 2012 grant. For the five-year 2007 grant the number of shares granted in 2012 represents the additional number of shares granted based on the final TSR ranking and the matching shares related to the 2007 grant. 2 The vesting date of the iive-year 2007 grant, the matching shares related to the 2007 grant and the three-year 2009 grant was March 2, 2012. The Euronext closing share price was €10.07 as of March 2, 2012. Valuation model and input variables The weighted average fair value of the conditional shares granted in 2012, for all eligible participants including Corporate Executive Board members, amounted to €9.19 and €8.84 per share for the three-year and five-year components, respectively (201 1€8.60 and €7.06, respectively). The fair value of the three-year component is based on the share price on the grant date, reduced by the present value of dividends expected to be paid during the vesting period. The fair value of the five-year component is determined using a Monte Carlo simulation model. The most important assumptions used in the valuations of the three- and five-year components were as follows (expressed as weighted averages): Percent 2012 2011 Risk-free interest rate 1.0 2.4 Volatility 23.1 27.6 Assumed dividend yield 4.6 4.2 Expected volatility has been determined based on historical volatilities. Share option plans In 2005, Ahold had one global share option plan with a uniform set of rules and conditions for all participants, except members of the Corporate Executive Board, to whom a separate plan applied. The term of the 2005 share options for all participants except Corporate Executive Board members 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 the four weeks following termination and are forfeited thereafter. The share option grant made in 2005 to members of the Corporate Executive Board had a five- and a 1 0-year term and was subject to a performance criterion at vesting: the average economic value-added improvement versus targeted improvement over the three financial years prior to vesting. In 2008, the final vesting percentage was set at 96%. 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 1 0-year term. In addition, a limited number of share options were granted in 2006 under the 2005 global share option plan rules with a five- or 10-year term. After the introduction of GRO, options were discontinued as a remuneration component. All options vested by the end of 2009.

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