Executive Compensation 2010/11
The Executive Management for 2010/2011 was comprised of a total of eight people, of whom four are located in Sweden and four in the UK and the US The table to the right displays remunerations and other benefits to the Executive Management during the year.
REMUNERATION AND OTHER BENEFITS DURING THE YEAR
| SEK, '000 | Fixed salary | Variable remuneration | Other benefits | Pension costs | Total |
President and CEO | 3,700 | 1,566 | 63 | 1,371 | 6,700 |
| Other senior executives | 4,632 | 1,637 | 244 | 1,265 | 7,778 |
| Other senior executive resident in the UK and US (4) | 8,920 | 9,135 | 728 | 1,030 | 19,813 |
Total senior executives | 17,252 | 12,338 | 1,035 | 3,666 | 34,291 |
| Executive Director of the Board / Previous President and CEO | 3,080 | 1,832 | 94 | 621 | 5,627 |
Variable remuneration pertains to the bonus for the 2010/11 fiscal year, which was partly paid quarterly during the fiscal year and will be partly paid during 2011/12.
Options program (Share Unit Plan) 2007/10
The Annual General Meeting of shareholders of 2007 resolved to adopt the Elekta AB 2007 Share Unit Plan (the Plan). The resolution meant entailed that the conditions and the guidelines stated in the Plan shall form the framework for yearly grants of employee options to key employees within the Elekta Group during the period 2007/08–2009/10. Board members who are not employed in the Company are not encompassed by Elekta’s option program. The main terms of the Plan are that (i) it is required that, for an employee to receive employee options and retain the possibility to acquire shares, the employee shall acquire a certain number of shares in the Company on the market and hold these shares until exercise of the option; (ii) the number of shares that will be acquirable based on the employee options is determined based on the fulfillment of a collectively established performance goal; (iii) it shall be possible to exercise one fourth of the options annually; (iv) the options are nontransferable; (v) the options are dependent upon continued employment; (vi) the price that shall be paid to receive shares on exercise of the option shall not be less than 110 percent of the share’s market value at the time of the option offer; (vii) the lifetime of the option shall be a maximum of five years, and (viii) the financial gain that the employee could receive on the granted options is maximized to 400 percent of the price that shall be paid for the shares. If the option holder’s employment in the Group ceases, the option expires immediately to the extent that the option cannot yet be used, otherwise the option expires normally after three months from the cessation of employment. Delivery of shares under the employee option program has been secured through
Elekta AB (publ) issuing warrants for new subscription of B shares (warrants) to a subsidiary. Thus, the employee options provide formal right to the acquisition of warrants transferred from the subsidiary. However, the option holder may not dispose of the acquired warrants in a manner other than through the immediate exercise of share subscription.
Employee options are reported in accordance with IFRS 2 Sharebased payments. The recognized costs amounted to SEK 47 M (43), whereof social security costs amounted to SEK 28 M (24).
Employee options granted 2007 entitle the option holders to acquire 1,597,500 B shares. Employee options granted 2008 entitle the option holders to acquire 1,500,000 B shares.
The dilution effect resulting from outstanding warrants issued to secure the delivery of shares pursuant to the 2007 and 2008 employee option programs are shown in the table Data per share on page 60 in the 2010/11 annual report.
Share program (Performance Share Plan) 2009/12
The Annual General Meeting of 2009 resolved to adopt the Elekta AB 2009 Share Unit Plan (the Plan). The resolution entailed that the conditions and the guidelines stated in the Plan shall form the basis for the receipt of shares by key employees of the Elekta Group upon fulfillment of certain performance requirements. The main terms of the Plan are that (i) a Performance Share Award shall entitle a Participant to receive, subject to the terms and conditions set forth in the Plan and applicable Award Agreement, a number of Shares based upon the attainment of performance targets over the applicable performance period, (ii) each Performance Share Award shall be subject to forfeiture in the event of termination of employment due to a reason other than death, disability or retirement or failure to attain performance targets over the applicable performance period, (iii) Performance Share Awards shall be settled through the delivery of Shares unless otherwise decided by the Board, (iv) the number of Shares to be allotted will depend on the degree of fulfillment of a financial target defined as average annual percentage growth rate in EPS during the period fiscal year 2009/10 until fiscal year 2011/12 versus earnings per share for fiscal year 2008/09, (v) the maximum number of Shares will be allotted if the annual average EPS growth is or exceeds 26 percent, zero allotment of Shares will occur if the annual average EPS growth is below 18 percent and allotment of Shares between annual average EPS growth 18 and 26 percent is linear, (vi) the performance targets may be adjusted should an event occur that affects the operations of the Company or the number of outstanding Elekta Shares or other wise affecting the performance targets and deemed relevant by the Board, (vii) the performance targets will be finally evaluated at the end of the applicable performance period and each Participant will receive the number of Shares he/she is entitled to according to Participant’s Award Agreement depending on the attainment of the applicable performance targets over the performance period, (viii) the value that a Participant can receive in settlement of the Performance Share Award is maximized at 400 percent of the value of the Shares at the date of grant of the Performance Share Award.
Before the number of Shares to be allotted is finally determined, the Board shall examine whether the allotment is reasonable, taking into consideration the Company’s financial results and position, conditions on the stock market and other circumstances, and if not, as determined by the Board, reduce the number of Shares to be allotted to the lower number of Shares deemed appropriate by the Board.
Delivery of Shares and Dividend Compensation in settlement of the Performance Share Award shall be made as soon as practicable following the lapse of the performance period.
Share program (Performance Share Plan) 2010/13
The Annual General Meeting of 2010 resolved to adopt the Elekta AB 2010 Share Unit Plan (the Plan). The resolution entailed that the conditions and the guidelines stated in the Plan shall form the basis for the receipt of shares by key employees of the Elekta Group upon fulfillment of certain performance requirements. The main terms of the Plan are that (i) a Performance Share Award shall entitle a Participant to receive, subject to the terms and conditions set forth in the Plan and applicable Award Agreement, a number of Shares based upon the attainment of performance targets over the applicable performance period, (ii) each Performance Share Award shall be subject to forfeiture in the event of termination of employment due to a reason other than death, disability or retirement or failure to attain performance targets over the applicable performance period, (iii) Performance Share Awards shall be settled through the delivery of Shares unless otherwise decided by the Board, (iv) the number of Shares to be allotted will depend on the degree of fulfillment of a financial target defined as average annual percentage growth rate in EPS during the period fiscal year 2010/11 until fiscal year 2012/13 versus earnings per share for fiscal year 2009/10, (v) the maximum number of Shares will be allotted if the annual average EPS growth is or exceeds 25 percent, zero allotment of Shares will occur if the annual average EPS growth is below 16 percent and allotment of Shares between annual average EPS growth 16 and 25 percent is linear, (vi) the performance targets may be adjusted should an event occur that affects the operations of the Company or the number of outstanding Elekta Shares or otherwise affecting the performance targets and deemed relevant by the Board, (vii) the performance targets will be finally evaluated at the end of the applicable performance period and each Participant will receive the number of Shares he/she is entitled to according to Participant’s Award Agreement depending on the attainment of the applicable performance targets over the performance period, (viii) the value that a Participant can receive in settlement of the Performance Share Award is maximized at 400 percent of the value of the Shares at the date of grant of the Performance Share Award.
Before the number of Shares to be allotted is finally determined, the Board shall examine whether the allotment is reasonable, taking into consideration the Company’s financial results and position, conditions on the stock market and other circumstances, and if not, as determined by the Board, reduce the number of Shares to be allotted to the lower number of Shares deemed appropriate by the Board. Delivery of Shares and Dividend Compensation in settlement of the Performance Share Award shall be made as soon as practicable following the lapse of the performance period.