Pearson

Annual Report and Accounts 2010

Dilution and use of equity

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We can use existing shares bought in the market, treasury shares or newly-issued shares to satisfy awards under the company’s various stock plans.

For restricted stock awards under the long-term incentive plan and matching share awards under the annual bonus share matching plan, we would normally expect to use existing shares.

There are limits on the amount of new-issue equity we can use. In any rolling ten-year period, no more than 10% of Pearson equity will be issued, or be capable of being issued, under all Pearson’s share plans, and no more than 5% of Pearson equity will be issued, or be capable of being issued, under executive or discretionary plans.

At 31 December 2010, stock awards to be satisfied by new-issue equity granted in the last ten years under all Pearson share plans amounted to 2.4% of the company’s issued share capital and under executive or discretionary share plans amounted to 0.9%.

In addition, for existing shares no more than 5% of Pearson equity may be held in trust at any time. Against this limit, shares held in trust at 31 December 2010 amounted to 1.7% of the company’s issued share capital.

The headroom available for all Pearson plans, executive or discretionary plans and shares held in trust is as follows:

Headroom 2010 2009 2008
All Pearson plans 7.6% 6.4% 6.2%
Executive or discretionary plans 4.1% 3.0% 2.8%
Shares held in trust 3.3% 3.3% 3.3%