The disclosure required by section 430(2B) of the Companies Act 2006 relating to the departure of Alistair Darby from Mitchells & Butlers plc ('the Company') is set out below.
- Mr Darby will leave the Company on 26 September 2015 (the 'Termination Date'). Mr Darby will also resign as a director of the Company on the Termination Date.
- Mr Darby's service contract provides for a 52 week notice period. In accordance with the service contract, the Company will make a payment in lieu of notice of up to £543,500, being up to 52 weeks' basic salary. This will be paid in instalments on the normal payroll dates, but each instalment will be reduced (potentially to nil) in the event that Mr Darby commences another role before 26 September 2016. The reduction will be an amount equal to the basic remuneration earned under the alternative role.
- Mr Darby will have worked for the full 2014-2015 financial year, and so will be eligible for any annual bonus payment in respect of the year. However, it is not currently anticipated that the threshold performance targets required for any bonus to be paid will be achieved.
- The Company will make a contribution towards Mr Darby's legal fees in connection with these arrangements of up to a maximum of £2,000 plus VAT.
- In relation to unvested nil-cost options held by Mr Darby under the Company's 2013 Performance Restricted Share Plan, the Remuneration Committee has exercised its discretion under the good leaver provisions in the rules so that these will be preserved and will vest, subject to the performance conditions being met, as follows:
- those granted in February 2013 (over 307,210 shares) (and in respect of which the performance period will have been completed) will be preserved and will vest on the normal vesting date in November 2015;
- those granted in November 2013 (over 262,434 shares) will vest over a time pro-rated number of shares on the normal vesting date in November 2016; and
- those granted in November 2014 (over 292,434 shares) will vest over a time pro-rated number of shares on the normal vesting date in November 2017.
- The Remuneration Committee has exercised discretion under the good leaver provisions of the 2013 Short Term Deferred Incentive Plan so that his nil-cost options (over 22,218 shares) will be preserved and will vest on the normal vesting date in December 2015.
- Mr Darby's options under the Company's all-employee Save As Your Earn Scheme and awards under the Company's Share Incentive Plan will be treated in accordance with the rules of the relevant plan.
The above information will be updated as necessary in future Directors' Remuneration Reports.