2010 annual report

34 Options held by Directors and Senior Managers Options over 1,089,295 GDRs and 1,089,295 class B shares were granted up to 31 December 2010 to Russian and Israeli employees and directors with an exercise price of US$14 vesting onethird on the second anniversary of the date of grant, a further one-third on the third anniversary and the remaining one-third, on the fourth anniversary of the date of grant provided that the participants remain in employment until the vesting date. The vesting is not subject to any performance conditions. The contractual life is ten years.

Pensions and benefits in kind No Pensions and contributions are currently payable to the Directors by the Company Employee Share option plan 7KH $), 'HYHORSPHQW 6KDUH 2SWLRQ 3ODQ WKH ³Share Option Plan´ ZDV DGRSWHG E\ WKH %RDUG RQ 12 April 2007. The Remuneration Committee has responsibility for supervising the Share Option Plan, for granting options and administering the Share Option Plan. The Share Option Plan is discretionary and options will only be granted when the committee so determines. All employees and directors (except independent directors) of the Company, and those of the Company's holding company or its subsidiaries are eligible to participate in the Share Option Plan at the discretion of the Remuneration Committee. However, options are currently intended to be granted in the future WR WKH &RPSDQ\œV VHQLRU PDQDJHPHQW GLUHFWRUV H[FHSW non-executive directors) and key SHUVRQQHO RQO\ DQG WR WKRVH RI WKH &RPSDQ\œV VXEVLGLDULHV The price per A Ordinary share or GDR payable on the exercise of an option shall be derived from the closing middle market price for a GDR on the dealing day immediately preceding the date of grant, unless the Remuneration Committee determines in its discretion that a lower price is required, for example, in order to facilitate the recruitment or retention of a key executive. The exercise price of options already granted is US$14.00. In any 10 year period, not more than 10% RI WKH &RPSDQ\œV LVVXHG RUGLQDU\ VKDUH FDSLWal may be issued or be issuable under the Share Option Plan and any other employee share plan the Company operates. Options that have been released or lapsed without being exercised are ignored for the purposes of this limit.

Subject to the participant discharging any relevant tax liability, options will normally be exercisable at the following times: (a) as to one-third of the A Ordinary Shares or GDRs in respect of which it was granted from the second anniversary of grant, (b) as to a further one-third of the Ordinary Shares or GDRs from the third anniversary of grant, and (c) as to the remainder of the A Ordinary Shares or GDRs from the fourth anniversary of grant. A different vesting schedule may be determined by the Remuneration Committee at grant. The vesting of options already granted is not subject to any performance conditions. The Remuneration Committee may, however, determine that options granted in the future should be subject to performance conditions.

If a participant dies, his options will be exercisable within a period of twelve months following his death. If a participant ceases to be an employee or director by reason of injury, disability, redundancy, the sale of the business for which he works to a third party or retirement, his options may generally be exercised within 6 months of cessation. If a participant ceases to be an employee or director for any other reason, his options will normally lapse unless and to the extent the committee decides otherwise.

The Remuneration Committee may satisfy (generally with the consent of the participant) an option on exercise by paying to the participant in cash or other assets the gain (i.e. the difference between the market value of the relevant A Ordinary shares or GDRs on the date of exercise and the exercise price), as an alternative to issuing or transferring A Ordinary Shares or transferring or procuring the transfer of GDRs to the participant.

The Remuneration Committee may amend the rules of the Share Option Plan at any time. The Share Option Plan will terminate upon the tenth anniversary of approval, if not terminated earlier by the committee. Termination of the Share Option Plan will not affect the subsisting rights of the participants.

'LUHFWRUVÂś (PROXPHQWV The aggregate emoluments of each of the Directors (including benefits in kind) for the financial accounting period ending 31 December 2010 were as follows: