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CORPORATE GOVERNANCE

 
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Long Term Incentive Schemes

Information relative to Long-term Incentive Plans is reported  in the paragraph "Long-Term Incentive Plan awarded to the CEO, the Divisional Chief Operating Officers and managers with strategic responsibilities" of the "Remuneration" section of the  Annual Report 2010).


  • Deferred Monetary IncentivesDeferred Monetary Incentives
  • Long-term monetary incentiveLong-term monetary incentive
  • Stock OptionStock Option

   
The deferred bonus scheme approved for the 2009-2011 three-year period provides for the award of a basic monetary bonus to be paid after three years from grant according to a variable amount equal to a percentage ranging from 0 to 170% subject to achievement of a preset level of profitability in terms of EBITDA achieved in the reference three-year period as approved by the Board of Directors.  

The recipient or his/her heirs will preserve right to participate in this scheme in definite measure with reference  to the time period which elapses between grant and the possible occurrence of any of the following events: i) termination of the employment contract by mutual consent; ii) death of the recipient; iii) loss of control by Eni SpA on the subsidiary where the recipient is employed; iv) divestment to a non-controlled entity of the subsidiary or the business where the recipient is employed. In case of unilateral termination of the employment contract, right to the incentive expires. The following table sets out the basic bonus awarded in the year 2010 to the CEO and to the Divisional Chief Operating Officers, and the total amount awarded to the Company's managers with strategic responsibilities.

(Euro)

Deferred Monetary Incentives
Name   Deferred bonus awarded

Paolo Scaroni

CEO and General Manager of Eni 786,500

Claudio Descalzi 

Chief Operating Officer of the E&P Division 274,500

Domenico Dispenza

Chief Operating Officer of the G&P Division 281,000

Angelo Caridi (a)

Chief Operating Officer of the R&M Division  

Angelo Fanelli (b)

Chief Operating Officer of the R&M Division 193,500

Other managers with strategic responsibilities (c)

  1,223,000

(a) In charge until April 5, 2010.
(b) Position effective April 6, 2010.
(c) No. 9 managers

  
Eni Board of Directors approved a new long-term monetary incentive scheme addressed to critical managerial resources in order to support achievement of better returns than those of the Company's main competitors over the long-term. Managers involved in this scheme are in charge with positions strictly linked to the Company' results or otherwise of strategic interest to the Company. The scheme was intended to replace a stock-based compensation plan that was discontinued in 2009.

This plan provides for award of a base incentive to be paid after a vesting period of three years. The amount that will be actually paid in a percentage ranging from 0 to 130% of the base amount, is subject to achievement of a performance parameter represented by a measure of Adjusted Net Profit + Depletion, Depreciation & Amortization (DD&A) recorded in the 2010-2012 three-year period as benchmarked to the performance achieved by a panel of the largest international oil companies for market capitalization. The recipient or his/her heirs will preserve right to participate in this scheme in definite measure with reference  to the time period which elapses between grant and the possible occurrence of any of the following events: i) termination of the employment contract by mutual consent; ii) death of the recipient; iii) loss of control by Eni SpA on the subsidiary where the recipient is employed; iv) divestment to a non-controlled entity of the subsidiary or the business where the recipient is employed. In case of unilateral termination of the employment contract, right to the incentive expires. A similar scheme was approved for the CEO and General Manager. In case of termination of his employment contract before the end of the vesting period, the incentive will still be paid when it vests on the basis of the assessment of the performance achieved in the reference three-year period. The following table sets out the bonuses awarded in 2010 to the CEO, the Divisional Chief Operating Officers, and the total amount awarded to the Company's managers with strategic responsibilities.   

(Euro)

Long-terrm Monetary Incentive
Name   Long-term incentive awarded

Paolo Scaroni

CEO and General Manager of Eni 2,500,960

Claudio Descalzi 

Chief Operating Officer of the E&P Division 346,500

Domenico Dispenza

Chief Operating Officer of the G&P Division  

Angelo Caridi (a)

Chief Operating Officer of the R&M Division  

Angelo Fanelli (b)

Chief Operating Officer of the R&M Division 244,000

Other managers with strategic responsibilities (c)

  1,596,500

(a) In charge until April 5, 2010.
(b) Position effective April 6, 2010.
(c) No. 9 managers
   

   
Pursuant to Article 78 of Consob Decision No. 11971 of May 14, 1999, and to its subsequent modifications, the following table sets out the stock options awarded to the CEO, the Chief Operating Officers and to other managers with strategic responsibilities, with reference to the existent stock-based compensation schemes, the last one adopted in 2008.

The table shows also stock options of Directors who held a position in 2010 for a fraction of the year. The rights to purchase shares (stock option) of Eni or its subsidiaries are exercisable after three years from the date of assignment and awarded.
 

Stock Option
    CEO and General Manager of Eni General Manager E&P Division General Manager G&P Division General Manager R&M Division Other managers with strategic responbilities (a)

Name

  Paolo Scaroni (b) Claudio Descalzi  Domenico Dispenza Angelo Caridi © Angelo Fanelli (d)  

Options outstanding at the beginning of the period:

                 

- number of options

  2,226,570 223,720 315,075 142,000 (e) 150,500 107,300 (f) 114,685 1,524,375 36,000 (g)

- average exercise price

€  23.875 24.173 24.357 4.399 22.534 21.588 24.138 23.777 26.521

- average maturity in months

  45 46 46 42 53 36 46 46 43

Options granted during the period:

                 

- number of options

                   

- average exercise price

€                    

- average maturity in months

                   

Options exercised at the end of the period:

                 

- number of options

            100,025 (f)      30,600 (g)

- average exercise price

€             21.229     26.521

- average market price at date of exercise

€             26.683     28.614

Options expired during the period:

                 

- number of options

  332,340 40,890 63,800   72,000 7,275 (f) 20,590 239,540 5,400 (g)

Options outstanding at the end of the period:

                 

- number of options

  1,894,230 182,830 251,275 142,000 (e) 78,500   94,095 1,284,835  

- average exercise price

€   23.247 23.439 23.571 4.399 22.528   23.413 23.092  

- average maturity in months

  33 34 35 30 19   35 35  

(a) No. 9 managers.
(b) Due to the underperformance of the Eni share in the three-year vesting periodo 2008-2010, 80,500 options expired in 2010 with a strike price of €27.451 which were granted to the CEO in 2007 as integration to the monetary incentive for that year.
(c) In charge until April 5, 2010.
(d) In charge from April 6, 2010.
(e) Options on Snam Rete Gas shares: granted by the company to Domenico Dispenza who held the position of Chairman of Snam Rete Gas  until December 23, 2005.
(f) Options on Saipem shares: granted by the  company to Angelo Caridi who held the position of CEO of Snamprogetti until August 2, 2007.
(g) Options on Saipem shares.
 





Last updated on 27/09/11