Companies Act Section 430(2B) statement - Laurie McIlwee
8 April 2014
The following statement is made pursuant to section 430(2B) of the Companies Act 2006:
As announced previously, Laurie McIlwee resigned as Chief Financial Officer and as an Executive Director of Tesco plc with effect from 4 April 2014. He remains an employee of Tesco. The following arrangements will apply in respect of Mr McIlwee's employment and remuneration:
1. For a period of 6 months from 4 April 2014, Laurie McIlwee will be employed as Chief Financial Officer Emeritus on his existing terms, performing transition activities and supporting handover with colleagues as we recruit a replacement Chief Financial Officer. At the end of this 6 month period on 3 October 2014 (the “Termination Date”), Mr McIlwee will cease to be employed by Tesco.
2. On ceasing to be employed by Tesco, in accordance with the terms of his agreement with the Company, Mr McIllwee will be entitled to receive £970,880, calculated as:
a) Base salary of £886,420;
b) Payment in lieu of prescribed benefits of £84,460 comprising: staff discount (£1,000); private healthcare and health insurance (£3,000); car + car-related benefits (£80,460);
c) No additional amount will be paid in respect of pension.
3. Incentives: Mr McIlwee’s existing share incentives benefits will be treated in accordance with the rules of the applicable plans and will remain subject to the terms contained therein and relevant performance conditions being met.
a) Long term bonus (PSP): Awards made in 2012 & 2013 lapse on the 3 October termination date. 2011 award vests on normal vesting date of 14 July 2014 (as Mr McIlwee remains in employment), but performance conditions are unlikely to be met, so nil value.
b) Annual bonus shares already in deferral period: 2011 vests on 14 May 2014. Value applying today’s share price of £2.81 is £474,157. The 2012 award will also vest on 25 May 2015 with an estimated value (applying the same share price) of £110,189. No award was made in 2013.
c) Discretionary share option plan awards made in 2007, 2008 and 2009 can be exercised within 12 months of 3 October 2014 termination date, but all options are currently underwater, so have a nil value.
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