1. Share Schemes Nora Ward and Niamh Coyne Employment, Pensions and Benefits Group M-7618560 Opportunities In a recession Geo Breakfast Seminar 23 September 2009

2. 2 Outline of Discussion Share Schemes – Recent trends in Irish Market Share Schemes Menu Market case-studies Conclusion

3. 3 Share Schemes – Recent Trends in Irish Market Corporate Governance Shares v Cash Options v LTIPs Performance indicators TSR v EPS Underwater options/share awards Financial institutions and impact of State Guarantee on equity incentives (CIROC)

4. 4 Share Schemes – Recent Trends in Irish Market Disclosure of directors remuneration Commission on Taxation Report

5. 5 Share Schemes – Opportunities in a recession Employer benefits of Share Schemes Employee benefits of Share Schemes

6. 6 Employer benefits of Share Schemes Minimal cash cost to employer Costs tax deductible Currently no employer’s PRSI Increase productivity with performance targets Incentivise staff Align employee and owner’s interests

7. 7 Employer benefits of Share Schemes Potentially valuable awards Awards at bottom of market maximise gain Tax efficient schemes reduce tax payments Low risk for employee

8. 8 Share Schemes – Menu Options –unapproved option scheme –Revenue approved option scheme –Revenue approved SAYE scheme Share awards –Revenue Approved Profit Sharing Scheme –clogged shares –forfeitable shares –restricted stock units (RSU’s)

9. 9 Recent Market Case-studies Pay cuts and awards New schemes/grants SAYE schemes Underwater options

10. 10 Conclusion Recession problems Share scheme solutions