Remuneration
Variable remuneration to the company management
TradeDoubler operates a performance- and results-based programme for variable remuneration for employees within the group. Various quantitative and qualitative performance- and results-based targets are set for different occupational categories, based on company-wide, regional and discretionary targets for the employees. Senior executives receive variable remuneration which is primarily linked to the group's financial performance. The variable remuneration has a ceiling. The ceiling lies in the range of between 10 and 50 per cent for the majority of employees. For senior executives the variable remuneration can amount to 50 per cent of the fixed salary.
Variable remuneration is paid annually in arrears, however, portions of the variable salary are determined and disbursed on a quarterly basis for employees within the occupational categories, sales and customer service. During 2010, SEK 26.5 M, of which SEK 4.1 M are social costs, was expensed for the performance- and results-based programme for variable remuneration.
A new variable remuneration programme has been drawn up for 2011. The focus of the programme is on steering the company towards a sales-driven culture and organisation, effective processes and profitability.
Apart from this performance- and results-based program for variable remuneration for employees within the group, a large number of employees previously have been invited to participate in the employee stock option programs.
On April 11, 2011 the board passed a resolution that subscription did not take place in the program 2008/2011, since the performance requirements of annual growth per share were not fulfilled.
Incentive programmes
Long term incentive programs
Currently, there is one long-term incentive programme within the group - performance based share program 2008/2011, described below.
The board confirmed on 8 February 2010 that two previous options programmes -stock option programme 2006/2010 and 2007/2010 - would not be exercised since the performance requirements (measured in earnings per share) were not fulfilled.
The employees were not invited to participate in any long-term incentive programme during 2009 or 2010.
Performance share programme 2008/2011
The annual general meeting 2008 resolved on a performance-based share programme of up to 240,000 performance shares (options). Each option initially gave the holder the right to acquire one (1) share in the future subject to certain conditions. The exercise price was SEK 10 per share. The terms of the programme were adjusted on account of the rights issue in 2009. Each option at the present time gives the holder the right to acquire 1.22 shares at an exercise price of SEK 8.20.
The options were allocated to employees in the group gratuitously and are not assignable. The programme runs until 1 July 2011 with right to exercise options for purchase of shares first on this date. A condition to exercise the options is that the holder remains in his/her employment and that a growth target measured in earnings per share is fulfilled.
The number of options that may be exercised depends on the average annual increase in earnings per share during the financial years 2008, 2009 and 2010. In the event of an average annual increase of at least 10 percent, 20 percent of the options may be exercised (subscription may not take place at all in the event of an increase of less than 10 percent), in the event of an average annual increase of 18 percent , 50 percent of the options may be exercised, and in the event of an average annual increase of 29 percent, 100 percent of the options may be exercised. The right of exercise is linear between 10 and 18 percent and between 18 and 29 percent.
As of December 31, 2010, the number of outstanding options amounted to 161,200. TradeDoubler has acquired 130,000 of its own shares for this purpose.
On April 11, 2011 the board passed a resolution that subscription did not take place in the program 2008/2011, since the performance requirements of annual growth per share were not fulfilled.