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					                             BOARD OF DIRECTOR’S REPORT
                           TO THE SHAREHOLDERS' MEETING
                               - first call on 6 August 2007 -
                              - second call on 8 August 2007 -


                                  BOARD OF DIRECTORS
Giampiero PAOLI – Chairman
Gabriele DEL TORCHIO – Managing Director
Mauro BENETTON
Massimo BERGAMI
Carlo Umberto CAMPANINI BONOMI
Roberto CONSONNI
Marco GIOVANNINI
Roberto MAESTRONI
Antonio PERRICONE
Dante RAZZANO
Giorgio SERAGNOLI
Ulrich WEISS
                               INTERNAL AUDIT COMMITTEE
Massimo BERGAMI
Roberto CONSONNI
Roberto MAESTRONI
                               COMPENSATION COMMITTEE
Massimo BERGAMI
Marco GIOVANNINI
Dante RAZZANO
                             BOARD OF STATUTORY AUDITORS
Matteo TAMBURINI – Chairman
Maurizio MAFFEIS
Tiziano MAZZUCOTELLI
                                      AUDITING FIRM
Pricewaterhouse Coopers S.p.A. – Bologna Office
                                                                                           Board Report
                                                                  Meeting August, 6th / August, 8th 2007


                             BOARD OF DIRECTOR’S REPORT
                            TO THE SHAREHOLDERS' MEETING
                                - first call on 6 August 2007 -
                               - second call on 8 August 2007 -


Dear Shareholders,
the Board of Directors has convened you in this Shareholders’ Meeting to discuss and decide on
the following
                                          AGENDA
1.     Proposal of approval of a plan concerning the assignment of 2007 phantom options
reserved for top managers of the Company and its controlled companies; inherent and
consequent resolutions and delegation of powers for the execution of the plan;


2.     Proposal of approval of the assignment of a bonus based on the trend of the capital
market value of Ducati’s shares to the C.E.O. of Ducati Motor Holding S.p.A. and to the C.E.O.
of the controlled company Ducati Corse S.r.l.; inherent and consequent resolutions and
delegation of powers for the execution of the plan.


                                              ***
                                          POINT 1.
1 – Regarding the first item on the agenda of the present Shareholders' Meeting, the Board of
Directors asks you to approve a plan to assign phantom options - meaning rights to obtain a
sum of cash as a special bonus based on the trend of the capital market value of Ducati’s
shares - reserved for Top Managers of the company and its subsidiaries (below the “2007
Phantom Stock Option Plan”).

2 - The details and motivations of this proposal are contained in the statement attached to the
present Report as ANNEX 1, drawn up per the terms of art. 114-bis of the Leg. Dec. n. 58 dated
24 February 1998, art. 3 of M.D. n. 437 dated 5 November 1998, and CONSOB resolution n.
11508 dated 15 February 2000 (“Phantom Stock Option Report”), as well as in the annexed
2007 Phantom Stock Option Plan Regulations (“Phantom Stock Option Regulations”).

In particular, we observe that adoption of the 2007 Phantom Stock Option Plan is aimed at
offering an incentive to and increasing the loyalty of the Top Managers of the company and its
subsidiaries who may play a decisive role in pursuing the management trend results of the
company and the Ducati Group, making them participative in the company results and
promoting an adjustment of their interests to those of the shareholders.

Based on the proposal submitted to you by the Board of Directors, the beneficiaries of the 2007
Phantom Stock Option Plan will be designated with a resolution adopted by the Board of
Directors, after hearing the company's Compensation Committee, and may not exceed 40; the
maximum number of Phantom Stock Options to be assigned overall to beneficiaries will be
equivalent to n. 4,925,000 (approximately 1.5% of the company's share capital); the Managing
Director of the company and the Managing Director of the subsidiary Ducati Corse S.r.l. shall
be due 30% and 15%, respectively, of the number of phantom options that will actually be
assigned based on the 2007 Phantom Stock Option Plan; the phantom options accrued may be
exercised at an exercise price of euros 1.15 each.



                                              2
                                                                                           Board Report
                                                                  Meeting August, 6th / August, 8th 2007


3 - The terms and conditions of the 2007 Phantom Stock Option Plan are governed in detail in
the Phantom Stock Option Regulations, which were prepared by the Board of Directors on 5
July 2007, having considered the recommendation of the Compensation Committee formulated
on 21 June 2007, and that is submitted for your approval.

Should you approve the Phantom Stock Option Regulations, the phantom options will be
assigned within 60 days of this approval and shall accrue at a rate of one-third per year
beginning in the 6th month following the date of the resolution to assign them (“Assignment
Date”); the phantom options not exercised shall in any case expire on the fifth anniversary of
the Assignment Date.

4 – The Board of Directors asks you to read the complete Phantom Stock Option report
attached under annex 1 to the present Report, and the annexed Phantom Stock Option
Regulations, and invites you to:

4.1) approve, per the provisions and effects of art. 114-bis of the Leg. Dec. n. 58 dated 24
February 1998, the plan to assign phantom options reserved for Top Managers of the company
and its subsidiaries, per the Board of Directors report attached to the present Report as ANNEX
1 (“2007 Phantom Stock Options Plan”);

4.2) to assign the Board of Directors all powers necessary or appropriate to carry out the 2007
Phantom Stock Options Plan;

4.3) to confer the Board of Directors all powers necessary or appropriate for implementing the
present resolution in compliance with the applicable legal provisions.

                                               ***

                                            POINT 2.
1 - Relatively the second item on the agenda of the Shareholders’ Meeting, the Board suggests
that you approve a bonus based on the trend of the capital market value of Ducati’s shares to
the Managing Director of Ducati Motor Holding S.p.A. and the Managing Director of the
subsidiary Ducati Corse S.r.l. (“Premium”).
2 - The details and motivations of this proposal are contained in the statement attached to the
present Proposal Report as ANNEX 2, drawn up per the terms of art. 114-bis of the Leg. Dec. n.
58 dated 24 February 1998, of art. 3 of M.D. n. 437 dated 5 November 1998, and CONSOB
resolution n. 11508 dated 15 February 2000 (“Premium Report”), as well as in the attached
Rules of the Premium (“Premium Regulations”).

In particular, we specify that assignment of the Premium is aimed at offering an incentive to
and increasing the loyalty of the Managing Director of Ducati Motor Holding S.p.A., Gabriele
Del Torchio, and the Managing Director of Ducati Corse S.r.l., Claudio Domenicali, who play a
decisive role in pursuing the management trend results of the company and the Ducati Group.

Based on the proposal submitted to you by the Board of Directors, the Premium will be
assigned to the two beneficiaries subject to the following conditions:

  - the occurrence of a change of control between (1) the date when the Shareholders’ Meeting
  approves assigning the Premium to the beneficiaries, and (2) the approval date of the 2009
  balance sheet (or the 2012 balance sheet, should the office of Managing Director of the two
  beneficiaries be renewed). Such a change refers to: (i) the direct or indirect purchase by any
  physical or legal person, for a cost of a stake in the company above the threshold of 27.5% of
  the then outstanding voting shares; or (ii) the transfer to third parties of all or substantially
  all company activities (the “Change of Control,” and the moment when this takes place is the
  “Control Change Date”);

                                                3
                                                                                           Board Report
                                                                  Meeting August, 6th / August, 8th 2007


  - on the Control Change Date, Ducati shares are listed on the Mercato Telematico Azionario
  organized and managed by BORSA ITALIANA S.p.A;

  - on the Control Change Date the market value of Ducati shares is greater than Euros 1.56;

  - as of the Control Change Date the beneficiary has continued without interruption his own
  activities as Managing Director of Ducati and Ducati Corse S.r.l., respectively.

The amount of the Premium will be linked to the market value of Ducati shares on the Control
Change Date, and will be calculated based on the formulas indicated in the Premium Report;
the Premium will be paid together and at once in cash within 30 days of the Control Change
Date.

Should the office of Managing Director currently held by each of the two beneficiaries of the
Premium not be renewed at the time of approval of the 2009 balance sheet, and if the Control
Change has not yet taken place as of that date, each beneficiary shall have the right to receive a
Premium equal to 60% of the amount resulting from applying said formulas (the “Reduced
Premium”). Nothing will instead be due to the two beneficiaries in the event the Managing
Director relationship with Ducati Motor Holding S.p.A. and Ducati Corse S.r.l., respectively,
should be terminated before the approval date of the 2009 balance sheet (or the 2012 balance
sheet, should the office of Managing Director of the two beneficiaries be renewed) due to
revocation for just cause or resignations tendered without just cause.

3 - The terms and conditions of the Premium are governed in detail in the Premium
Regulations, which were prepared by the Board of Directors on 5 July 2007, having considered
the recommendation of the Compensation Committee formulated on 21 June 2007 and
submitted for your approval.

4 – The Board of Directors asks you to read the complete Premium Report, annex 2 to the
present Report, and the annexed Premium Regulations, and invites you to:

4.1) approve, per the provisions and effects art. 114-bis of the Leg. Dec. n. 58 dated 24
February 1998, to assign a bonus based on the trend of the capital market value of Ducati’s
shares to the Managing Director of Ducati Motor Holding S.p.A. and the Managing Director of
the subsidiary Ducati Corse S.r.l. within the terms and conditions indicated in the regulations
annexed to the report by the Board of Directors attached to the present Report as ANNEX 2;

4.2) to confer the Board of Directors all powers necessary or appropriate for implementing the
present resolution in compliance with the applicable legal provisions.
                                               ***
                                      LIST OF ANNEXES
ANNEX 1: Report by the Board of Directors prepared per the provisions of art. 114-bis of Leg.
Dec. n. 58 dated 24 February 1998, art. 3 of the M.D. n. 437 dated 5 November 1998, and
CONSOB resolution n. 11508 dated 15 February 2000, illustrating the proposal to assign 2007
phantom options to Top Managers of the company and its subsidiaries.
ANNEX 2: Report by the Board of Directors prepared per the provisions of art. 114-bis of the
Leg. dec. n. 58 dated 24 February 1998, art. 3 of the M.D. n. 437 dated 5 November 1998, and
CONSOB resolution n. 11508 dated 15 February 2000, illustrating the proposal to assign a
bonus to the Managing Director of Ducati Motor Holding S.p.A. and the Managing Director of
the subsidiary Ducati Corse S.r.l.




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