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Home > Responsibility > Compensation Report |
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1.2 STOCK-BASED COMPENSATION AWARDS HELD BY EXECUTIVE BOARD MEMBERS
Members of the Executive Board hold stock-based compensation awards granted to them in previous years under SAP SOP 2002 and LTI Plan 2000. Details and terms of the two plans are set out in Note 23 to the consolidated financial statements.
SAP SOP 2002
The table below shows stock options held by members of the Executive Board on December 31, 2004, granted in 2003 and 2004 under SAP SOP 2002. The exercise prices listed in the table for SAP SOP 2002 stock options are 110% of the base price of an SAP AG ordinary share. The base price is the arithmetic mean SAP share closing auction price in the Frankfurt stock exchange Xetra trading system (or its successor system) over the five business days immediately before the issue date of that stock option. The exercise price is not less than the closing auction price on the day before the issue date.
|
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Exercise
price in € |
Vested as of
December 31, 2004 |
Not vested as of
December 31, 2004 |
Total |
Number of
options |
Remaining
term in years |
Number of
options |
Remaining
term in years |
Number of
options |
Remaining
term in years |
Prof. Dr. Henning Kagermann
(CEO) |
90.37 |
– |
– |
80,000 |
3.16 |
80,000 |
3.16 |
| 149.99 |
|
|
50,000 |
4.13 |
50,000 |
4.13 |
| Shai Agassi |
90.37 |
– |
– |
30,000 |
3.16 |
30,000 |
3.16 |
| 99.13 |
– |
– |
30,000 |
3.67 |
30,000 |
3.67 |
| 149.99 |
|
|
28,000 |
4.13 |
28,000 |
4.13 |
| Léo Apotheker |
90.37 |
– |
– |
30,000 |
3.16 |
30,000 |
3.16 |
| 149.99 |
|
|
28,000 |
4.13 |
28,000 |
4.13 |
| Dr. Werner Brandt |
90.37 |
– |
– |
30,000 |
3.16 |
30,000 |
3.16 |
| 149.99 |
|
|
28,000 |
4.13 |
28,000 |
4.13 |
| Prof. Dr. Claus E. Heinrich |
90.37 |
– |
– |
45,000 |
3.16 |
45,000 |
3.16 |
| 149.99 |
|
|
28,000 |
4.13 |
28,000 |
4.13 |
| Gerhard Oswald |
90.37 |
– |
– |
45,000 |
3.16 |
45,000 |
3.16 |
| 149.99 |
|
|
28,000 |
4.13 |
28,000 |
4.13 |
| Dr. Peter Zencke |
90.37 |
– |
– |
45,000 |
3.16 |
45,000 |
3.16 |
| 149.99 |
|
|
28,000 |
4.13 |
28,000 |
4.13 |
| |
|
– |
|
553,000 |
|
553,000 |
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LTI Plan 2000
Beneficiaries under LTI Plan 2000 could choose between convertible bonds and stock options. The chief difference was in the way the exercise or conversion price was determined. The bond conversion price depends on the closing price of the SAP share the day before the convertible bond was issued, while the stock option exercise price varies with the performance of the SAP share over time against the Goldman Sachs Software Index.
LTI Plan 2000 stock options
The table below shows stock options held by members of the Executive Board on December 31, 2004, granted in earlier years under LTI Plan 2000.
The exercise prices listed for LTI Plan 2000 stock options reflect the prices payable by an Executive Board member for one SAP ordinary share upon exercise of the option on December 31, 2004. The exercise prices are variable. They vary with the performance of the SAP ordinary share over time against the Goldman Sachs Software Index.
|
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Exercise
price in € |
Vested as of
December 31, 2004 |
Not vested as of
December 31, 2004 |
Total |
Number of
options |
Remaining
term in years |
Number of
options |
Remaining
term in years |
Number of
options |
Remaining
term in years |
Prof. Dr. Henning Kagermann
(CEO) |
70.90 |
28,032 |
5.14 |
0 |
– |
28,032 |
5.14 |
| 86.16 |
25,987 |
6.14 |
13,388 |
6.14 |
39,375 |
6.14 |
| Shai Agassi |
– |
– |
– |
– |
– |
– |
– |
| Léo Apotheker |
106.44 |
7,218 |
7.14 |
14,657 |
7.14 |
21,875 |
7.14 |
| Dr. Werner Brandt |
86.16 |
0 |
– |
2,125 |
6.14 |
2,125 |
6.14 |
| Prof. Dr. Claus E. Heinrich |
70.90 |
20,532 |
5.14 |
0 |
– |
20,532 |
5.14 |
| 86.16 |
18,150 |
6.14 |
9,350 |
6.14 |
27,500 |
6.14 |
| Gerhard Oswald |
86.16 |
0 |
– |
9,350 |
6.14 |
9,350 |
6.14 |
| 106.44 |
0 |
– |
20,938 |
7.14 |
20,938 |
7.14 |
| Dr. Peter Zencke |
70.90 |
6,981 |
5.14 |
0 |
– |
6,981 |
5.14 |
| 86.16 |
9,075 |
6.14 |
9,350 |
6.14 |
18,425 |
6.14 |
| |
|
115,975 |
|
79,158 |
|
195,133 |
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LTI Plan 2000 convertible bonds
The table below shows convertible bonds held by members of the Executive Board on December 31, 2004, granted in earlier years under LTI Plan 2000.
The exercise prices listed in the table for LTI Plan 2000 convertible bonds reflect the prices payable by an Executive Board member for one SAP ordinary share on conversion of the bond. The exercise prices are fixed and correspond to the quoted price of one SAP ordinary share on the business day immediately preceding the grant of the convertible bond.
|
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Exercise
price in € |
Vested as of
December 31, 2004 |
Not vested as of
December 31, 2004 |
Total |
Number of
bonds |
Remaining
term in years |
Number of
bonds |
Remaining
term in years |
Number of
bonds |
Remaining
term in years |
Prof. Dr. Henning Kagermann
(CEO) |
290.32 |
22,425 |
5.14 |
0 |
– |
22,425 |
5.14 |
| 191.25 |
20,790 |
6.14 |
10,710 |
6.14 |
31,500 |
6.14 |
| 151.50 |
29,700 |
7.14 |
60,300 |
7.14 |
90,000 |
7.14 |
| Shai Agassi |
– |
– |
– |
– |
– |
– |
– |
| Léo Apotheker |
334.67 |
23,850 |
5.14 |
0 |
– |
23,850 |
5.14 |
| 191.25 |
19,800 |
6.14 |
10,200 |
6.14 |
30,000 |
6.14 |
| 151.50 |
5,775 |
7.14 |
11,725 |
7.14 |
17,500 |
7.14 |
| Dr. Werner Brandt |
191.25 |
3,300 |
6.14 |
1,700 |
6.14 |
5,000 |
6.14 |
| 151.50 |
9,900 |
7.14 |
20,100 |
7.14 |
30,000 |
7.14 |
| Prof. Dr. Claus E. Heinrich |
290.32 |
16,425 |
5.14 |
0 |
– |
16,425 |
5.14 |
| 191.25 |
14,520 |
6.14 |
7,480 |
6.14 |
22,000 |
6.14 |
| 151.50 |
16,500 |
7.14 |
33,500 |
7.14 |
50,000 |
7.14 |
| Gerhard Oswald |
290.32 |
16,425 |
5.14 |
0 |
– |
16,425 |
5.14 |
| 191.25 |
14,520 |
6.14 |
7,480 |
6.14 |
22,000 |
6.14 |
| 151.50 |
8,250 |
7.14 |
16,750 |
7.14 |
25,000 |
7.14 |
| Dr. Peter Zencke |
290.32 |
16,425 |
5.14 |
0 |
– |
16,425 |
5.14 |
| 191.25 |
14,520 |
6.14 |
7,480 |
6.14 |
22,000 |
6.14 |
| 151.50 |
16,500 |
7.14 |
33,500 |
7.14 |
50,000 |
7.14 |
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269,625 |
|
220,925 |
|
490,550 |
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Rights exercised by members of the Executive Board in 2004 under LTI Plan 2000 stock options and convertible bonds:
| |
Stock options |
Convertible bonds |
Number
of options |
Weighted
average
exercise
price per
option in € |
Number
of bonds |
Weighted
average
exercise
price per
bond in € |
| Gerhard Oswald |
26,368 |
88.02 |
– |
– |
| Dr. Werner Brandt |
4,125 |
76.56 |
– |
– |
| |
30,493 |
86.47 |
– |
– |
1.3 EXECUTIVE BOARD SHAREHOLDINGS
No member of the Executive Board holds more than 1% of the subscribed capital of
SAP AG. Members of the Executive Board held a total of 23,971 SAP shares on December 31, 2004.
The table below shows transactions by Executive Board members and persons closely associated with them notified to SAP pursuant to the German Securities Trading Act, section 15a in 2004.
| Transactions in SAP shares and ADRs |
| Notifying party |
Transaction date |
Transaction |
Number |
Unit price |
| Shai Agassi |
October 28, 2004 |
Purchase of ADRs |
70,000 |
42.5593 US$ |
| Dr. Werner Brandt |
July 30, 2004 |
Exercise of subscription right |
4,125 |
76.5640 € |
| July 30, 2004 |
Sale of shares |
4,125 |
132.4160 € |
| Gerhard Oswald |
May 17, 2004 |
Exercise of subscription right |
6,981 |
69.3009 € |
| May 17, 2004 |
Exercise of subscription right |
10,312 |
104.0341 € |
| May 17, 2004 |
Exercise of subscription right |
9,075 |
84.2106 € |
| May 17, 2004 |
Sale of shares |
26,368 |
122.63 € |
1.4 OTHER INFORMATION
In 2004, SAP did not grant any compensation advance or credit to, or enter into any commitment for the benefit of, any member of the Executive Board.
As far as the law permits, SAP AG and SAP AG’s affiliated companies in Germany and elsewhere indemnify and hold harmless their respective directors and officers against and from the claims of third parties. To this end the Company maintains group liability insurance for its directors and officers. The policy is annual and is renewed from year to year. The insurance covers the personal liability of the insured group for financial loss caused by its managerial acts and omissions. There is no deductible as envisaged in the German Corporate Governance Code, section 3.8, paragraph 2. SAP does not believe that the motivation and responsibility that the members of the Executive and Supervisory Boards bring to their duties can be improved by such a deductible element. For this reason, SAP regards a deductible as unnecessary for the insured group. |
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