Increase in number of equity instruments or modification of vesting conditions?
An entity grants a performance-related award which provides for different numbers of options to vest after 3 years, depending on different performance targets as follows.
|
Profit growth |
Number of options |
|
5% – 10% |
100 |
|
over 10% – 15% |
200 |
|
over 15% |
300 |
During the vesting period, the entity concludes that the criteria are too demanding and modifies them as follows.
|
Profit growth |
Number of options |
|
5% – 10% |
200 |
|
over 10% |
300 |
This raises the issue of whether the entity has changed:
(a) the performance conditions for the vesting of 200 or 300 options; or
(b) the number of equity instruments awarded for achieving 5%-10% or over 10% growth.
In our view, the reality is that the change is to the performance conditions for the vesting of 200 or 300 options, and should therefore be dealt with as in 7.3.1.C , rather than 7.3.1.B , above. Suppose, however, that the conditions had been modified as follows.
|
Profit growth |
Number of options |
|
5% – 10% |
200 |
|
over 10% – 15% |
300 |
|
over 15% |
400 |
In that case, there has clearly been an increase in the number of equity instruments subject to an award for an increase of over 15% growth, which would have to be accounted for as such (i.e. under 7.3.1.B , rather than 7.3.1.C , above). In such a case, it might seem more appropriate to deal with the changes to the lower bands as changes to the number of shares awarded rather than changes to the performance conditions.
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