Notes to the consolidated financial statements 32 Share-based compensation continued continued Overview Business review Governance Financials Investors Ahold Delhaize Annual Report 2016 Granted1,2 Vested4 Converted5 Forfeited 95,323 2,523,756 565,664 Performance adjustment3 385,773 577,609 (459,969) 105,769 160,657 34,314 21,242 1,935,302 2,114,613 3,527,569 3,112,251 2,970,642 2,412,936 68,525 3,029,244 94,282 75,102 3,462 99,941 38,356 152,773 175,005 96,127 Outstanding at the end of 2016 Other employees 2011 grant 2012 grant 2013 grant 2014 grant6 2015 grant7 2016 grant 2016 retention award Subtotal Management Board members Total number of shares 1,193,997 14,854,374 32,354 802,193 458,438 6,138,527 395,490 451,046 4,364,099 1,442,170 471,261 6,372,853 3,005,279 2,902,434 4,267,972 1,442,170 1,634,664 15,776,275 8 James McCann, Chief Operating Officer of Ahold USA and member of the Management Board and Executive Committee, stepped down on October 5, 2016. His employment relationship with Ahold Delhaize will terminate as of April 30, 2017. Outstanding shares under the GRO plan will vest over the term of employment in accordance with the applicable plan rules. Unvested shares outstanding at the termination date will be forfeited. 4 Represents the conversion of shares, awarded in years prior to the merger, into restricted shares (conversion before applying the performance adjustment) and performance shares. The outstanding awards remaining from past grants have been split into two parts as explained in the section Treatment of outstanding performance shares. 5 For the conditional and restricted shares, the minimum number of shares that could potentially vest equals the number of outstanding shares. For the TSR performance grants, the minimum number of shares that could potentially vest would be nil if Ahold Delhaize’s ranking was eight or lower (as explained in the section Main characteristics above). For the RoC and Sustainability performance grants, the minimum number of shares that could potentially vest equals nil (as explained in the section Main characteristics above). 6 For the conditional and restricted shares, the maximum number of shares that could potentially vest equals the number of outstanding shares. For the TSR performance grants, the maximum number of shares that could potentially vest equals 175% of outstanding shares if Ahold Delhaize’s ranking is one. For the RoC performance grants and for the Sustainable retailing performance grants the maximum number of shares that could potentially vest equals 150% of outstanding shares, (as explained in the section Main characteristics above). 7 Represents the incremental fair value for the shares converted in 2016. 1 For the five-year 2011 grant, the number of shares allocated in 2016 represents the actual number of matching shares related to the 2011 grant. 2 The grant date fair value of the matching shares is expensed over the five-year vesting period. This table presents the matching shares as awarded in the year of vesting. The total number of matching shares granted up to and outstanding at the end of the 2016 is 104,428 (2015: 219,328). 3 Represents the adjustment to the number of shares granted resulting from the TSR ranking and RoC performance. 4 The vesting date of the five-year 2011 grant, the matching shares related to the 2011 grant and the 2013 grant was March 3, 2016. The Euronext share price was €20.36 on March 3, 2016. 5 Represents the conversion of shares, awarded in years prior to the merger, into restricted shares (conversion before applying the performance adjustment) and performance shares. The outstanding awards remaining from past grants have been split into two parts as explained in the section Treatment of outstanding performance shares. The incremental fair value for the 2012 grant is €1.39 for all other employees, for the 2014 performance TSR grant the incremental fair value is €0.25 for VP and up, and €2.26 for all other employees. For all other converted grants, there is no incremental fair value. 6 The 2014 grant includes the special purpose plan as described above. Under this program, 21,000 shares were granted in 2014, of which 7,000 vested in 2014, 7,000 vested in 2015, 3,000 were cancelled in 2015 and 4,000 vested in 2016. 7 The 2015 grant includes the special purpose plan as described above. Under this program, 61,200 shares were granted in 2015, of which 20,400 vested in 2015 and 24,400 vested in 2016. At the end of 2016, 16,400 shares under this program were outstanding and will vest in 2017. Outstanding at the beginning of 2016

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