4 Sep 2009 11:34

Torotrak plc
("Torotrak" or the "Company")
Â
Director/ PDMR Shareholding
Torotrak announces that on 3 September 2009 it granted share awards ("Awards") giving the executive directors and other senior employees of the Company the right to receive, subject to the achievement of performance conditions, a maximum of 2,344,027 ordinary shares of 10p each in the capital of the Company ("Shares") under the terms of its Long Term Performance Share Plan approved by shareholders at the Company's Annual General Meeting in July 2006. The maximum number of Shares awarded was calculated using a price of 29 pence per Share, being the higher of (1) the average middle market closing price for the five dealing days commencing on and including the date of the Company's Preliminary Announcement (being 29 pence) and (2) the average middle market closing price for the five dealing days prior to the granting of the share awards (being 25.60 pence).
The Awards to Directors/PDMRs were as follows:
| Director/ PDMR | Maximum no. of Shares subject to this Award | Resultant total Shares over which options/ awards are held (excluding current shareholding)  | Current Shareholding |
| Dick Elsy | 888,598 | 3,834,842 | 517,441 |
| Jeremy Deering | 576,711 | 2,225,376 | 232,547 |
| James Batchelor | 576,711 | 2,333,958 | 189,564 |
|
| |||
| Total | 2,042,020 | 8,394,176 | 939,552 |
Each Award gives the recipient a right to receive up to the maximum number of Shares comprised in it following the third anniversary of the date of grant ("Vesting Date"), subject to the satisfaction of two performance conditions, each applicable to 50 per cent. of the Shares in the Award.Â
The first condition is market related and requires the Company to achieve a measure of total shareholder return ("TSR") over a three year period commencing on 4 September 2009. The maximum number of Shares in this part of an Award will vest if Torotrak's TSR is ranked at the Vesting Date in the top quartile of its comparator group (the FTSE techMARK All- Share index). No Shares will be received in respect of this part of an Award if Torotrak's TSR is not ranked at the Vesting Date in the upper 40 per cent. of the comparator group.
The second condition relates to the Company's financial performance based on a measure of cumulative net cash flow ("CNCF") before financing over the three financial years ending on 31 March 2012. The maximum number of Shares in this part of an Award will vest if Torotrak's financial performance exceeds a CNCF target set relative to the Company's business plan. No Shares will be received in the second part of the award if Torotrak's financial performance does not achieve a minimum measure relating to the business plan.