Registration document 2007 - Total.com

TOTAL stock options
Corporate Governance
Employees, Share Ownership, Stock Options and Restricted Share Grants
The following table gives a breakdown of stock options awarded by category of beneficiaries (executive officers, senior managers and
other employees) for the plans in effect during 2006.
1998 Plan (a)
Stock purchase options
(Decision of the Board on March 17, 1998; exercise
price: 93.76 euros (615 French francs); discount:
4.94%)
1999 Plan (a)
Stock purchase options
(Decision of the Board on June 15, 1999; exercise
price: 113.00 euros; discount: 4.74%; exercise price
after May 24, 2006: 27.86 euros (g) )
2000 Plan (b)(e)
Stock purchase options
(Decision of the Board on July 11, 2000; exercise price:
162.70 euros ; discount: 0.0%; exercise price after
May 24, 2006: 40.11 euros (g) )
2001 Plan (c)(e)
Stock purchase options
(Decision of the Board on July 10, 2001; exercise price:
168.20 euros; discount: 0.0%; exercise price after
May 24, 2006: 41.47 euros (g) )
2002 Plan (d)(e)
Stock purchase options
(Decision of the Board on July 9, 2002; exercise price:
158.30 euros; discount: 0.0%; exercise price after
May 24, 2006: 39.03 euros (g) )
2003 Plan (d)(e)
Stock subscription options
(Decision of the Board on July 16, 2003; exercise price:
133.20 euros; discount: 0.0%; exercise price after
May 24, 2006: 32.84 euros (g) )
2004 Plan (d)
Stock subscription options
(Decision of the Board on July 20, 2004; exercise price:
159.40 euros; discount: 0.0%; exercise price after
May 24, 2006: 39.30 euros (g) )
2005 Plan (d)
Stock subscription options
(Decision of the Board on July 19, 2005; exercise price:
198.90 euros; discount: 0.0%; exercise price after
May 24, 2006: 49.04 euros (g) )
2006 Plan (4)
Stock subscription options
(Decision of the Board on July 19, 2006; exercise
price: 50.60 euros; discount: 0.0%)
5
Number Average number
Number of options of options per
of beneficiaries awarded (g) Percentage beneficiary (g)
Executive Officers (f) 16 157,500 16.5% 9,844
Senior managers 162 347,600 36.4% 2,146
Other employees 824 449,900 47.1% 546
Total 1,002 955,000 100% 953
Executive Officers (f) 19 279,000 18.6% 14,684
Senior managers 215 517,000 34.5% 2,405
Other employees 1,351 703,767 46.9% 521
Total 1,585 1,499,767 100% 946
Executive Officers (f) 24 246,200 10.2% 10,258
Senior managers 298 660,700 27.2% 2,217
Other employees 2,740 1,518,745 62.6% 554
Total 3,062 2,425,645 100% 792
Executive Officers (f) 21 295,350 11.0% 14,064
Senior managers 281 648,950 24.1% 2,309
Other employees 3,318 1,749,075 64.9% 527
Total 3,620 2,693,375 100% 744
Executive Officers (f) 28 333,600 11.6% 11,914
Senior managers 299 732,500 25.5% 2,450
Other employees 3,537 1,804,750 62.9% 510
Total 3,864 2,870,850 100% 743
Executive Officers (f) 28 356,500 12.2% 12,732
Senior managers 319 749,206 25.5% 2,349
Other employees 3,603 1,829,600 62.3% 508
Total 3,950 2,935,306 100% 743
Executive Officers (f) 30 423,500 12.6% 14,117
Senior managers 319 902,400 26.8% 2,829
Other employees 3,997 2,039,730 60.6% 510
Total 4,346 3,365,630 100% 774
Executive Officers (f) 30 370,040 24,3% 12,335
Senior managers 330 574,140 37,6% 1,740
Other employees 2,361 581,940 38.1% 246
Total 2,721 1,526,120 100% 561
Executive Officers (f) 28 1,447,000 25.3% 51,679
Senior managers 304 2,120,640 37.0% 6,976
Other employees 2,253 2,159,600 37.7% 959
Total 2,585 5,727,240 100% 2,216
(a) Options are exercisable after a five-year vesting period from the individual award date of individual grant and expire eight years after this date.
(b) Options are exercisable after a four-year vesting period from the individual award date and expire eight years after this date. The underlying shares may not be transferred during the fiveyear
period from the individual award date.
(c) Options are exercisable after January 1, 2005 and expire eight years after the individual award date. The underlying shares may not be transferred during the four-year period from the
individual award date.
(d) Options are exercisable after a two-year vesting period from the individual award date and expire eight years after this date. The underlying shares may not be transferred during the fouryear
period from the individual award date.
(e) Certain employees of the Elf Aquitaine group in 1998 also benefited in 2000, 2001, 2002 and 2003 from the vesting of Elf Aquitaine options awarded in 1998 subject to performance
conditions related to the Elf Aquitaine group from 1998 to 2002. These Elf Aquitaine plans expired on March 31, 2005.
(f) Members of the Executive Committee and the Treasurer as of the date of the Board meeting awarding the options.
(g) To reflect the spin-off of Arkema, pursuant to Articles 174-9, 174-12 and 174-13 of Decree number 67-236 of March 23, 1967 effective at that time and as of the date of the shareholders’
meeting on May 12, 2006, at its meeting of March 14, 2006 the Board of Directors resolved to adjust the rights of holders of TOTAL stock options. For each plan and each holder, the
exercise prices for TOTAL stock options were multiplied by 0.986147 and the number of unexercised stock options was multiplied by 1.014048 (and then rounded up), effective as of May
24, 2006. Additionally, to reflect the four-for-one stock split approved by the shareholders’ meeting on May 12, 2006, the exercise price for stock options was divided by four and the
number of unexercised stock options was multiplied by four. The presentation in this table of the number of options initially awarded has not been adjusted to reflect the four-for-one stock
split.
TOTAL – Registration Document 2006 117