2. MARCO TEÓRICO
2.10 DIMENSIONAMIENTO DE UNA BOMBA ELECTROSUMERGIBLE CENTRÍFUGA
The MTI is also linked to the share-price development. This is effected by allocating phantom shares. For these phantom shares, a dividend equivalent is paid during the period of the plan. At the end of the three-year period, the number of phan- tom shares is determined depending on the aforementioned parameters. The amount to be paid out is calculated by multi- plying the number of phantom shares by the share price at that time.
– The DaimlerChrysler stock option planis a component of long-term incentive compensation. The options granted in the context of this plan can be exercised at a pre-determined reference price per DaimlerChrysler share, plus a 20% premium. Half of the options can be exercised two years after being granted and the other half one year later. Options not exercised become void ten years after they were granted. If the market price per DaimlerChrysler ordinary share on the date of excer- cise is at least 20% higher, than the reference price, the holder is entitled to receive a cash payment equal to the original exer- cise premium of 20%. For long-term variable compensation granted as of the year 2004, the Presidential Committee can reserve the right to impose a possible limit in the case of extra- ordinary, unforeseeable developments.
In connection with the allocation of stock-based compensation, retroactive changes of performance targets or comparison para- meters are expressly excluded. Further information on stock based compensation can be found in the Notes to the Consoli- dated Financial Statements under Note 24.
Guidelines for share ownership. As a supplement to these four components of Board of Management compensation, the Presidential Committee of the Supervisory Board of Daimler- Chrysler AG has approved Stock Ownership Guidelines for the Board of Management, under which the members of the Board of Management are required to invest a portion of their private assets in DaimlerChrysler shares within a period of several years and to hold these shares until the end of their Board of Manage- ment membership.
Total Board of Management compensation in 2004. The total compensation paid by Group related companies to the members of the Board of Management of DaimlerChrysler AG is calculated from the amount of compensation paid in cash and from the non-cash benefits in kind. The total remuneration in 2004 for the members of the Board of Management of DaimlerChrysler AG amounted to €31.6 million, of which €11.8 million is fixed and €19.8 million is short-term and mid-term incentive compensation components. These figures relate to the members active at the end of the year and pro rata to the members who departed from the Board of Management during the year.
In 2004, 1.265 million stock options from the Stock Option Plan 2000 were for the last time granted to the members of the Board of Management as a long-term compensation component. Also in 2004, 395,000 performance-based awards were granted to the members of the Board of Management based on a 3 year perfor- mance plan.
The so-called fair value of the stock options and performance- based awards on the day they were allocated in 2004 amounts to €7.85 per option and €36.31 per performance-based award. Whether, when and in what amount the allocated stock options or performance based awards are actually paid out depends on future share price and dividend developments and on the fulfill- ment of the set targets. Except for the stock option plan granted in 2003 (vesting period not yet expired, however), the options’ exercise price had not been achieved by December 31, 2004, i.e. the participants were unable to exercise their options. Further information on Board of Management compensation can be found in the Notes to the Consolidated Financial Statements under Note 38.
New stock-based compensation as of the 2005 financial year. The new component of compensation is linked to the long-term development of corporate value. The new program is based on the principles of performance orientation, benchmark comparison and share ownership.
This is achieved on the one hand by a performance-based model of four year’s duration, which builds upon internationally accepted performance measures. Target achievement is oriented towards the return on net assets that is actually achieved by the Group and on its return on sales compared with selected vehicle manufacturers (BMW, Ford, GM, Honda, Iveco, Toyota, Volvo and VW).
Due to the allocation of phantom shares, the development of DaimlerChrysler’s share price is also taken into consideration. After three years, the number of phantom shares is calculated from the degree of target achievement. These phantom shares must then be held for one more year. After four years, the amount to be paid out is calculated by multiplying the number of phantom shares by the share price valid at that time.
The members of the Board of Management have to use a quarter of this gross amount paid out to purchase “real” shares in the company. These shares have to be held until the end of their Board of Management membership.
Composition of Board of Management compensation as of the year 2005. Thus, as of the year 2005, Board of Management compensation comprises the three components of base salary, annual bonus and long-term stock-based compensation as described above.
Pensions. The pension agreements of the current Board of Management members with DaimlerChrysler AG include a commitment to an annual retirement pension which is calculated as a percentage of the fixed annual base salary.
In 2004, disbursements to former members of the Board of Management of DaimlerChrysler AG and their survivors amounted to €17.4 million. An amount of €203.8 million has been accrued for pension obligations to former members of the Board of Manage- ment and their survivors.
The aggregate amount accrued by us during the year ended December 31, 2004, to provide pension, retirement and similar benefits for the members of the Board of Management was
Sideline activities of the Board of Management members.
Members of the Board of Management require the consent of the Chairman of the Supervisory Board before commencing any sideline activities. This ensures that neither the time required nor the compensation paid for such activities leads to a conflict with the members’ duties to the Group.
Insofar as such sideline activities are memberships of other supervisory boards or comparable boards, these are disclosed in the financial statements of DaimlerChrysler AG and on the Internet.
No compensation is paid to Board of Management members for other positions held at companies of the Group.