30 – Share-price-based compensation program and BASF incentive share program

Share-price-based compensation program

In 2013, BASF continued its share-price-based compensation program known as the long-term incentive (LTI) program for senior executives of the BASF Group. This program has been in place since 1999. Approximately 1,200 senior executives, including the Board of Executive Directors, are currently entitled to participate in this program. This program provides for the granting of virtual options, which are settled in cash when exercised.

Participation in the LTI program is voluntary. In order to take part in the program, a participant must make a personal investment: A participant must hold BASF shares amounting to 10% to 30% of his or her individual variable compensation for a two-year period from the granting of the option (holding period). The number of shares to be held is determined by the amount of variable compensation and the weighted-average market price for BASF shares on the first business day after the Annual Shareholders’ Meeting, which was €70.22 on April 29, 2013.

The participant receives four option rights per invested share. Each option consists of two parts, right A and right B, which may be exercised if defined thresholds have been met: The threshold of right A is met if the price of the BASF share has increased by more than 30% in comparison with the base price (absolute threshold). The value of right A will be the difference between the market price of BASF shares on the exercise date and the base price; it is limited to 100% of the base price. Right B may be exercised if the cumulative percentage performance of BASF shares exceeds (relative threshold) the percentage performance of the MSCI World Chemicals IndexSM (MSCI Chemicals). The value of right B will be the base price of the option multiplied by twice the percentage outperformance of BASF shares compared with the MSCI Chemicals Index on the exercise date. It is limited to the closing price on the date of exercise minus the computed nominal value of BASF shares. Beginning with the 2013 (LTI) program, right B is only valuable if the price of BASF shares at least corresponds with the base price. The options were granted on July 1, 2013, and may be exercised following a two-year vesting period, between July 1, 2015 and June 30, 2021. During the exercise period, there are certain times (closed periods) during which the options may not be exercised. Each option can only be exercised in full. This means that one of the performance targets must be surpassed. If the other performance target is not surpassed and the option is exercised, the other option right lapses. A participant’s maximum gain from exercising an option is limited to five times the original individual investment starting with the 2013 LTI program. The maximum gain from exercising an option is limited to ten times the original individual investment for programs from previous years. Option rights are nontransferable and are forfeited if the option holders no longer work for BASF or have sold part of their individual investment before the expiry of the two-year vesting period. They remain valid in the case of retirement. For the members of the Board of Executive Directors, the long-term orientation of the program is significantly strengthened compared to the conditions applying to the other participants. The members of the Board of Executive Directors are required to participate in the LTI program with at least 10% of their gross bonus. In view of this binding personal investment (in the form of BASF shares), an extended holding period of four years applies. Under the LTI program, members of the Board of Executive Directors may not exercise their options until at least four years after they have been granted (vesting period).

Excepting the cases named above, the 2006 to 2012 programs were structured in a similar way to the LTI program 2013.

The models used in the valuation of the option plans are based on the arbitrage-free valuation model according to Black-Scholes. The fair values of the options are determined using the binomial model.

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Fair value of options and parameters used as of December 31, 20131

 

 

LTI program of the year

 

 

2013

2012

1

It is assumed that the options will be exercised based upon the potential gains.

Fair value

34.91

43.82

Dividend yield

%

3.36

3.36

Risk-free interest rate

%

1.59

1.34

Volatility BASF share

%

28.57

30.13

Volatility MSCI Chemicals

%

19.50

20.69

Correlation BASF share price: MSCI Chemicals

%

79.62

80.07

As of December 31, 2013, the fair values and the valuation parameters relate to the LTI programs 2013 and 2012. For the programs from preceding years, corresponding fair values were computed and valuation parameters were used.

Volatility was determined on the basis of the monthly closing prices over a historical period corresponding to the remaining term of the options.

The number of options granted amounted to 2,081,900 in 2013 (2012: 2,651,612).

As a result of a resolution by the Board of Executive Directors in 2002 to settle options in cash, options outstanding from the programs 2006 to 2013 were valued with the fair value as of the balance sheet date December 31, 2013. A proportionate provision is recorded for programs in the vesting period. The LTI provision decreased from €411 million as of December 31, 2012 to €367 million as of December 31, 2013, due to lower fair values of the options on average. The utilization of provisions amounted to €148 million in 2013 (2012: €157 million). Personnel expenses amounted to €104 million in 2013 (2012: €299 million).

The total intrinsic value of exercisable options amounted to €160 million as of December 31, 2013, and €269 million as of December 31, 2012.

BASF incentive share program

All employees are entitled to participate in the “plus” incentive share program, with the exception of those entitled to participate in the LTI program. The “plus” incentive share program was introduced in 1999 and is currently offered in Germany, other European countries and Mexico. Each participant must make an individual investment in BASF shares from his or her variable compensation. For every ten BASF shares purchased in the program, a participant receives one BASF share at no cost after one, three, five, seven and ten years of holding the BASF shares. As a rule, the first and second block of ten shares entitles the participant to receive one BASF share at no extra cost in each of the next ten years.

The right to receive free BASF shares lapses if a participant sells the individual investment in BASF shares, if the participant stops working for the Company or one year after retirement. The number of free shares to be granted has developed as follows:

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Number of free shares to be granted

 

2013

2012

As of January 1

2,886,647

2,982,212

Newly acquired entitlements

621,575

564,005

Bonus shares issued

(509,807)

(537,204)

Lapsed entitlements

(90,339)

(122,366)

As of December 31

2,908,076

2,886,647

The free shares to be provided by the Company are valued at the fair value on the grant date. Fair value is determined on the basis of the stock price of BASF shares, taking into account the present value of dividends, which are not paid during the term of the program. The weighted-average fair value on the grant date amounted to €54.39 for the 2013 program, and €47.61 for the 2012 program.

The fair value of the free shares to be granted is recognized as an expense with a corresponding increase in capital surplus over the term of the program.

Personnel expenses of €21 million were recorded in 2013 for the BASF incentive share program “plus” (2012: €21 million).