21 Share-based payments

Share-based payment plans in operation during the year

The Group had the following share-based payment plans in operation during the year:

Performance Share Plan (PSP)
This plan involves the award of shares to participants subject to performance conditions. Vesting of the performance shares is based on the achievement of both non-market based conditions (EPS and cash flow per share) and a market based performance condition (Total Shareholder Return - TSR).

ShareSave share option plan
Based on a three or five year monthly savings contract, eligible employees are granted share options with an exercise price of up to 20 per cent below the share price when the contract is entered into. Vesting of the options is not subject to the achievement of a performance target. In the UK, the plan is HM Revenue & Customs approved. Overseas, employees in 32 countries participate in ShareSave plans through arrangements broadly comparable to the UK plan. A small proportion of the ShareSave options are settled in cash.

Executive Share Option Plan (ESOP)
This plan involves the grant of market value share options to participants. The options are subject to a non-market based performance condition (growth in EPS). The options have a maximum contractual life of ten years. Following the introduction of the PSP, it is not intended to grant any further executive share options.

Annual Performance Related Award (APRA) plan deferred shares
Deferred shares are awarded as part of the APRA plan. One third of the value of any annual bonus is delivered in the form of a deferred share award. The release of deferred share awards is not dependent on the achievement of any further performance conditions other than that participants remain an employee of the Group for two years from the date of the award in order to retain the full number of shares. During the two year deferral period, participants are entitled to receive dividends on the deferred shares.

Share Incentive Plan (SIP)
There is a 'Free Share' element of the UK Share Incentive Plan. Eligible employees may receive shares with a value of up to one and a half weeks' salary as part of any bonus paid. There are no conditions attached to the shares.

Further information regarding the operation of the plans can be found on the Directors' remuneration report.

In accordance with the transitional provisions of IFRS 2 Share-based Payment, the Group has recognised an expense in respect of all grants under these plans made after November 7, 2002 and unvested at January 1, 2005.

The Group recognised a total expense of £36m (2006 £36m).

The movements in awards under the Group's various share plans are shown in the tables below. A further breakdown of the options outstanding at the year end is provided below.

 
  Number of shares awarded
PSP 2007
Millions
2006
Millions
Outstanding at January 1 15.7 11.5
Awarded during the year 4.6 4.8
Forfeited during the year (0.8) (0.6)
Additional entitlements arising from TSR performance 1.3
Vested during the year (6.8)
Outstanding at December 31 14.0 15.7
 
  2007 2006
ShareSave Number
of share
options
Millions
Weighted
average
exercise price
Pence
Number
of share
options
Millions
Weighted
average
exercise price
Pence
Outstanding at January 1 54.7 160p 64.7 157p
Granted during the year 13.0 416p
Forfeited during the year (0.8) 207p (1.2) 168p
Exercised during the year (23.6) 116p (8.8) 140p
Outstanding at December 31 43.3 260p 54.7 160p
Exercisable at December 31 0.7 141p
 
  2007 2006
ESOP Number
of share
options
Millions
Weighted
average
exercise price
Pence
Number
of share
options
Millions
Weighted
average
exercise price
Pence
Outstanding at January 1 19.0 188p 76.8 148p
Forfeited during the year (1.1) 216p
Exercised during the year (16.7) 189p (56.7) 134p
Outstanding at December 31 2.3 175p 19.0 188p
Exercisable at December 31 2.3 175p 5.8 124p
 
  Number of shares awarded
Deferred shares under APRA 2007
Millions
2006
Millions
Outstanding at January 1 4.9 8.2
Awarded during the year 1.9 2.0
Forfeited during the year (0.1) (0.1)
Additional shares accrued from conversion of B Shares 0.2 0.2
Vested during the year (3.5) (5.4)
Outstanding at December 31 3.4 4.9
 
  Number of shares awarded
Free Shares under SIP 2007
Millions
2006
Millions
Awarded during the year 0.7 0.7

Options were exercised on a regular basis during the year. The average share price during the year was 510p (2006 439p).

Fair values

The weighted average fair values per share for PSP awards, ShareSave grants, APRA deferred share awards, and SIP Free Share awards included in the expense for the year were as follows:

 
  2007
Pence
2006
Pence
2005
Pence
2004
Pence
2003
Pence
PSP awards 557p 494p 282p 249p
ShareSave – 3 year grants 230p 131p 61p
ShareSave – 5 year grants 264p 154p 71p
ESOP 22.7p
APRA deferred share awards 502p 448p 260p 220p
SIP Free Share awards 499p 462p 257p 231p

Details of the assumptions used in the calculation of these fair values are set out below. Expected volatility was based on the historical volatility of the Company's share price over the seven years prior to the grant or award date. Expected dividends were based on the Company's payments to shareholders over the five years prior to the grant or award date.

PSP awards
The fair value of shares awarded under the PSP are calculated using the market value of shares at the time of the award adjusted to take into account non-entitlement to dividends (or equivalent) during the vesting period and the TSR performance condition. The PSP fair values were calculated using the following assumptions:

 
  2007 2006 2005 2004
Weighted average share price 501p 444p 262p 233p
Expected dividends 8.30p 7.92p 7.81p 7.61p
Volatility 29% 32% 34% 35%
Correlation 26% 19% 19% 22%
Expected life 3 years 3 years 3 years 3 years
Risk free interest rate 5.2% 4.3% 4.9% 5.2%

As explained on the Directors' remuneration report, the PSP has a TSR market-based performance condition, such that the Company's TSR over the performance period will be compared with the TSR of the companies constituting the FTSE 100 index on the date of grant. If the Company's TSR exceeds the median TSR of the FTSE 100, the number of shares that vest will be increased by 25 per cent. The fair value of an award of shares under the PSP has been adjusted to take into account this market-based performance condition using a pricing model based on expectations about volatility and the correlation of share price returns in the group of FTSE 100 companies and which incorporates into the valuation the interdependency between share price performance and TSR vesting. This adjustment increases the fair value relative to the share price at the date of grant.

ShareSave awards
The fair value of options granted under the ShareSave plan are calculated using a binomial pricing model with the following assumptions:

 
  2007 2005 2003
Weighted average share price 553p 351p 173p
Exercise price 416p 298p 142p
Volatility 37% 40% 43%
Expected dividends 8.80p 7.86p 7.61p
Expected life 1      
– 3 year ShareSave 3.3-3.8 years 3.3-3.8 years 3.2-3.7 years
– 5 year ShareSave 5.3-5.8 years 5.3-5.8 years 5.2-5.7 years
Close periods:      
From January 1 6 weeks 6 weeks 6 weeks
From July 1 1 month 1 month 1 month
Risk free interest rate 5.0% 4.4% 4.6%

1 The binomial pricing model assumes that participants will exercise their options at the beginning of the six month window if the share price is greater than the exercise price. Otherwise it assumes that options are held until the expiration of their contractual term. This results in an expected life that falls somewhere between the start and end of the exercise window.

Deferred shares under APRA and Free Shares under SIP
The fair value of shares awarded under these plans is calculated as the share price on the date of the award.

ESOP
These fair values were calculated using the following assumptions:
  2003
Weighted average share price 79p
Weighted average exercise price 78p
Volatility 43%
Expected dividends 7.61p
Expected life 4.5 years
Close periods:  
From January 1 6 weeks
From July 1 1 month
Risk free interest rate 4.1%
At December 31, 2007, the following ordinary shares were subject to options:
  Date of grant Number Exercise price Exercisable
dates
Executive Share Option Plan 1999 76,859 269p 2008-2009
  2000 235,842 194p 2008-2010
  2001 1,073,976 216p 2008-2011
  2001 8,161 218p 2008-2012
  2002 303,891 188p 2008-2012
  2003 603,492 77p 2008-2013
ShareSave plans 1999 1,288 194p 2008
  2001 5,742,295 108p 2009
  2003 13,226,160 142p 2009
  2005 11,326,501 298p 2009/2011
  2007 13,008,650 416p 2011/2013
Under the terms of the Rolls-Royce 1999 Executive Share Option Plan, options granted to 61 directors and senior executives were outstanding at December 31, 2007.

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