2008 Annual Report and Accounts

Directors’ report

Directors’ shares/share plan interests

Directors’ interests in the share capital of the Company

The interests (all of which were beneficial) of the Directors who held office at 31 December 2008 are set out in the table below. The table also shows the holdings at the date of this report and reflect changes since 31 December 2008 as summarised in the note following the table:

Director Ordinary
shares
10.03.09
Ordinary
shares
31.12.08
Ordinary
shares
01.01.08
(or date of appointment)
Aidan Heavey 6,020,988 6,000,000 6,000,000
Graham Martin 1,359,610 1,352,005 1,102,005
Angus McCoss
Paul McDade 255,269 243,600 15,578
Ian Springett 12,000 12,000
Pat Plunkett 1,011,326 1,011,326 1,229,326
David Bamford 13,445 13,445 13,445
Ann Grant
Steven McTiernan
Clare Spottiswoode
David Williams 5,000 5,000 5,000

Note:
The awards of shares granted under the Deferred Share Bonus Plan on 30 March 2006 vested in Aidan Heavey on 1 January 2009 and in Graham Martin and Paul McDade on 2 January 2009. Aidan Heavey retained the full award of 20,988 shares; Graham Martin and Paul McDade sold sufficient to meet tax obligations, retaining 7,605 shares and 11,669 shares respectively. As a result, the interests of Messrs Heavey, Martin and McDade have increased since the year end. Other than as set out above and in the notes to the tables below, there have been no changes in the interests of any Director between 1 January 2009 and the date of this report.

Tullow Oil UK Share Incentive Plan and Tullow Oil Irish Share Incentive Plan

Details of shares purchased and awarded to Executive Directors in accordance with the terms of the UK SIP and the Irish SIP. Read a brief description of the SIPs.

Director Plan Shares
held
01.01.08
Partnership
shares
acquired in
year
Matching
shares
awarded in
year
Shares
released in
year
Total
shares
held
31.12.08
Graham Martin UK SIP 5,928 229 229 6,386
Angus McCoss UK SIP 958 229 229 1,416
Paul McDade UK SIP 5,928 229 229 6,386
Director leaving the Board in 2008
Tom Hickey Irish SIP 2,866 236 236 1,495 1,843

Note:
Graham Martin, Angus McCoss and Paul McDade each acquired 53 partnership shares and were awarded 53 matching shares on 5 January 2009.

Performance Share Plan 2005 (PSP)

Details of conditional awards over ordinary shares granted to Executive Directors for nil consideration under the PSP.

Director Award
grant date
As at
01.01.08
Granted
in year
Vested
in year
As at
31.12.08
Vesting
date
Aidan Heavey 29.06.05 347,755 347,755 30.06.08
30.03.06 219,512 219,512 30.03.09
22.03.07 230,567 230,567 22.03.10
15.05.08 141,939 141,939 15.05.11
797,834 141,939 347,755 592,018
Graham Martin 29.06.05 213,877 213,877 30.06.08
30.03.06 129,125 129,125 30.03.09
22.03.07 130,402 130,402 22.03.10
15.05.08 80,277 80,277 15.05.11
473,404 80,277 213,877 339,804
Angus McCoss 27.04.06 100,230 100,230 27.04.09
22.03.07 90,539 90,539 22.03.10
15.05.08 80,277 80,277 15.05.11
190,769 80,277 271,046
Paul McDade 29.06.05 188,571 188,571 30.06.08
30.03.06 118,364 118,364 30.03.09
22.03.07 90,539 90,539 22.03.10
15.05.08 80,277 80,277 15.05.11
397,474 80,277 188,571 289,180
Ian Springett 01.09.08 68,873 68,873 01.09.11
68,873 68,873
Directors leaving the Board in 2008
Tom Hickey 29.06.05 213,877 213,877 29.06.08
30.03.06 139,885 116,570 30.03.09
22.03.07 147,412 73,705 22.03.10
501,174 213,877 190,275
Matthew O’Donoghue 29.06.05 188,571 188,571 30.06.08
30.03.06 107,604 107,604 30.03.09
22.03.07 72,188 48,125 22.03.10
368,363 188,571 155,729
Notes:
  1. The awards of conditional shares made on 15 May 2008 equated to shares worth 200% of salary for each Executive Director based on the share price for the dealing day preceding the date of grant. The award made to Ian Springett on 1 September 2008 equated to shares worth 200% of salary pro-rated for the period from his joining to the end of the related performance period based on the average share price for the preceding three dealing days. The Tullow share price on the date of grant of the awards made on 15 May 2008 was 902.5p and for the award made on 1 September 2008 was 791p.
  2. Under the PSP, for the 2006 and 2007 awards, 50% of each award is subject to a condition that compares Tullow’s TSR to the constituents of the FTSE 250 Index (excluding Investment Trusts). The other 50% of the award is subject to a condition that compares Tullow’s TSR condition to a comparator group of specific oil and gas companies. For median performance, 30% of the relevant part of the award will vest, with full vesting for upper quartile performance. Read the conditions applying to the awards made in 2008.
  3. The PSP awards made in March 2006 and April 2006 reached the end of their performance period on 31 December 2008. The Remuneration Committee determined that both parts of the relevant performance condition were met in full, as the Company was ranked in the upper quartile compared to both the relevant comparator groups, and the underlying performance of the Company was determined to be a fair reflection of the Company’s TSR. Accordingly, the Executive Directors will be eligible to receive their awards on 30 March 2009, the third anniversary of grant, subject to continued employment.
  4. Tom Hickey resigned from the Board on 1 September 2008. As a result, the PSP awards made on 30 March 2006 and 22 March 2007 have been pro-rated accordingly as reflected in the year end figures in the above table. The above awards will vest on the normal vesting dates, to the extent that the performance conditions are met.
  5. Matthew O’Donoghue retired from the Board on 31 March 2008. He is providing consultancy services to the Group until 31 March 2009. As a result, the PSP award made on 22 March 2007 has been pro-rated accordingly as reflected in the year end figure in the above table. The above awards will vest on the normal vesting dates, to the extent that the performance conditions are met.
  6. On 29 June and 30 June 2008, being the dates on which awards made in June 2005 vested, the market prices of a Tullow share were 950.75p and 930p respectively.

Deferred Share Bonus Plan (DSBP)

Details of awards over ordinary shares granted to Executive Directors for nil consideration under the DSBP.

Director Award
grant date
As at
01.01.08
Granted
in year
Vested
in year
As at
31.12.08
Vesting
date
Aidan Heavey 30.03.06 20,988 20,988 01.01.09
18.01.07 42,714 42,714 01.01.10
13.03.08 28,328 28,328 01.01.11
63,702 28,328 92,030
Graham Martin 30.03.06 12,908 12,908 02.01.09
18.01.07 25,126 25,126 01.01.10
13.03.08 16,021 16,021 01.01.11
38,034 16,021 54,055
Angus McCoss 13.03.08 14,686 14,686 01.01.11
14,686 14,686
Paul McDade 30.03.06 19,806 19,806 02.01.09
18.01.07 7,260 7,260 01.01.10
13.03.08 14,686 14,686 01.01.11
27,066 14,686 41,752
Directors leaving the Board in 2008
Tom Hickey 30.03.06 12,908 12,908 31.12.08
18.01.07 27,220 27,220 01.01.10
13.03.08 18,111 18,111 01.01.11
40,128 18,111 12,908 45,331
Matthew O’Donoghue 30.03.06 13,177 13,177 31.12.08
18.01.07 2,147 2,147 01.01.10
13.03.08 4,334 4,334 01.01.11
15,324 4,334 13,177 6,481
Notes:
  1. The awards of shares made in 2008 equated to shares worth the amount of bonus deferred into shares for 2007 based on the share price for the dealing day preceding the date of grant. The Tullow share price on the date of grant of the awards made on 13 March 2008 was 629.5p.
  2. Further details of the DSBP are set out in the Annual bonus section of this report.
  3. On 31 December 2008, being the date on which the awards made in 2006 to Tom Hickey and Matthew O’Donoghue vested, the market price of a Tullow share was 659.5p.

Share options

Details of share options granted to Executive Directors:

Director Scheme Grant
date
As at
01.01.08
Granted
during
year
Exercised
during
year
As at
31.12.08
Exercise
price
Date from
which
exercisable
Last date
exercisable
Aidan Heavey 1998 30.04.99 1,230,230 1,230,230 €0.84 30.04.02 29.04.09
2000 10.10.01 550,000 550,000 80p 10.10.04 09.10.11
2000 06.10.03 600,000 600,000 85p 06.10.06 05.10.13
2000 20.09.04 450,000 450,000 131p 20.09.07 19.09.14
2,830,230 2,830,230
Graham Martin 1998 30.04.99 988,426 988,426 €0.84 30.04.02 29.04.09
2000 10.10.01 380,000 380,000 80p 10.10.04 09.10.11
2000 06.10.03 400,000 400,000 85p 06.10.06 05.10.13
2000 20.09.04 190,000 190,000 131p 20.09.07 19.09.14
1,958,426 988,426 970,000
Paul McDade 2000 18.06.01 80,000 80,000 95p 18.06.04 17.06.11
2000 10.10.01 50,000 50,000 80p 10.10.04 09.10.11
2000 06.10.03 220,000 220,000 85p 06.10.06 05.10.13
350,000 350,000
Directors leaving the
Board in 2008
Tom Hickey 1998 02.05.00 220,000 220,000 61p 02.05.03 30.09.09
2000 10.10.01 450,000 450,000 80p 10.10.04 30.09.09
2000 06.10.03 290,000 290,000 85p 06.10.06 30.09.09
2000 20.09.04 350,000 350,000 131p 20.09.07 30.09.09
1,310,000 1,310,000
Matthew O’Donoghue 1998 30.04.99 699,958 699,958 €0.84 30.04.02 31.03.09
2000 10.10.01 250,000 250,000 80p 10.10.04 31.03.09
2000 06.10.03 330,000 330,000 85p 06.10.06 31.03.09
1,279,958 1,279,958
Notes:
  1. The Schemes under which these options were granted are: 1998 — Options granted under the Tullow Oil 1998 Executive Share Option Scheme (‘1998 Scheme’) and 2000 — Options granted under the Tullow Oil 2000 Executive Share Option Scheme (‘2000 Scheme’).
  2. No performance conditions attach to 1998 Scheme options. The performance condition that attaches to options granted under the 2000 Scheme requires Tullow’s TSR to exceed that of the median company of the FTSE 250 (excluding Investment Trusts) over the three-year period from the date of grant. All these performance conditions have now been satisfied and so the options are fully exercisable.
  3. Options shown with an exercise price denominated in Euro were granted on or before 30 April 1999 with an exercise price in IR£. On conversion of IR£ to Euro effective 1 January 2002, the exercise price for each such option was converted from IR£ into Euro by dividing the original IR£ exercise price per share by the fixed IR£/Euro conversion rate. All options granted after 30 April 1999 were granted with an exercise price denominated in sterling. Options are granted for nil consideration.
  4. The aggregate gains made by Directors and a former director on the exercise of options under the Schemes during the year was £42.3 million. On 30 June 2008, being the date that Aidan Heavey, Graham Martin and Paul McDade exercised the options listed in the table, the market price of a Tullow share was 930p. On 16 December 2008, being the date that Matthew O’Donoghue exercised all his outstanding options, the market price was 620p.
  5. During 2008, the highest mid-market price of the Company’s shares was 975p and the lowest was 419p. The year-end price was 659.5p.
Clare Spottiswoode

Clare Spottiswoode
Chairman of the Remuneration Committee
10 March 2009

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