Registration document 2007 - Total.com
Registration document 2007 - Total.com
Registration document 2007 - Total.com
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5<br />
118<br />
Corporate Governance<br />
Employees, Share Ownership, Stock Options and Restricted Share Grants<br />
TOTAL stock options as of December 31, 2006<br />
1998 Plan 1999 Plan 2000 Plan 2001 Plan 2002 Plan 2003 Plan 2004 Plan 2005 Plan 2006 Plan <strong>Total</strong><br />
Purchase Purchase Purchase Purchase Purchase Subscription Subscription Subscription Subscription<br />
Type of options options options options options options options options options options<br />
Date of the shareholders’ May 21, May 21, May 21, May 17, May 17, May 17, May 14, May 14, May 14,<br />
meeting 1997 1997 1997 2001 2001 2001 2004 2004 2004<br />
Date of Board March 17, June 15, July 11, July 10, July 9, July 16, July 20, July 19, July 18<br />
meeting<br />
Options awarded<br />
by the Board (before<br />
taking into account<br />
the four-for-one stock<br />
1998 1999 2000 2001 2002 2003 2004 2005 2006<br />
split (a) , of which: 955,000 1,499,767 2,425,645 2,693,375 2,870,850 2,935,306 3,365,630 1,526,120 5,727,240<br />
• Executive directors (b) • Ten highest awards to<br />
30,000 40,000 50,000 75,000 60,000 60,000 60,000 60,180 400,720<br />
employees (c) Options awarded<br />
by the Board (after<br />
taking into account<br />
the four-for-one stock<br />
111,000 172,000 138,000 166,000 176,500 175,000 204,000 184,000 633,000<br />
split (a) ), of which: 3,820,000 5,999,068 9,702,580 10,773,500 11,483,400 11,741,224 13,462,520 6,104,480 5,727,240 78,814,012<br />
• Executive directors (b) • Ten highest awards to<br />
120,000 160,000 200,000 300,000 240,000 240,000 240,000 240,720 400,720 2,141,440<br />
employees (c) 444,000 688,000 552,000 664,000 706,000 700,000 816,000 736,000 633,000 5,939,000<br />
Date as of which options March 18, June 16, July 12, January 1, July 10, July 17, July 21, July 20, July 19,<br />
may be exercised 2003 2004 (d) 2004 (e) 2005 2004 2005 2006 <strong>2007</strong> 2008<br />
Expiration date March 17, June 15, July 11, July 10, July 9, July 16, July 20, July 19, July 18,<br />
Initial exercise price<br />
2006 <strong>2007</strong> 2008 2009 2010 2011 2012 2013 2014<br />
(in euros)<br />
Exercise price until<br />
93.76 113.00 162.70 168.20 158.30 133.20 159.40 198.90 -<br />
May 23, 2006 (in euros) (f) Exercise price from<br />
23.44 28.25 40.68 42.05 39.58 33.30 39.85 49.73 -<br />
May 24, 2006 (in euros) (f) Number of options<br />
- 27.86 40.11 41.47 39.03 32.84 39.30 49.04 50.60<br />
(a) :<br />
• Outstanding as of<br />
January 1, 2006 589,652 2,052,432 6,509,944 8,735,900 11,283,480 11,196,796 13,411,320 6,094,080 59,873,604<br />
• Awarded in 2006 - - - - - - - 134,400 5,727,240 5,861,640<br />
• Cancelled in 2006 (72,692) - (7,272) (h) • Adjustments related<br />
(15,971) (26,694) (22,200) (57,263) (43,003) (1,080) (246,175)<br />
to the Arkema spin-off (g) - 25,772 84,308 113,704 165,672 163,180 196,448 90,280 - 839,364<br />
• Exercised in 2006<br />
• Outstanding as of<br />
(516,960) (707,780) (1,658,475) (1,972,348) (2,141,742) (729,186) (120,133) - - (7,846,624)<br />
December 31, 2006 - 1,370,424 4,928,505 6,861,285 9,280,716 10,608,590 13,430,372 6,275,757 5,726,160 58,481,809<br />
(a) The number of options awarded, outstanding, cancelled or exercised up to May 23, 2006 has been multiplied by four to take into account the four-for-one stock split approved by<br />
TOTAL’s shareholders’ meeting on May 12, 2006.<br />
(b) Options awarded to employees of the Group serving on the Board at the time of award. For the 2006 plan, options awarded to Messrs. Thierry Desmarest, Chairman and Chief Executive<br />
Officer of TOTAL S.A., Daniel Boeuf, the director representing employee shareholders, and Christophe de Margerie, director of TOTAL S.A. and President of the Exploration & Production<br />
division.<br />
(c) Employees of TOTAL S.A. and any <strong>com</strong>pany in the Group who were not executive directors of TOTAL S.A. at the time of award.<br />
(d) January 1, 2003 for employees under contract with a subsidiary incorporated outside of France.<br />
(e) January 1, 2004 for employees under contract with a subsidiary incorporated outside of France.<br />
(f) To take into account the four-for-one stock split, the exercise price of stock options has been divided by four. In addition, to take into account the Arkema spin-off, the exercise price of<br />
stock options was multiplied by an adjustment ratio of 0.986147, effective as of May 24, 2006.<br />
(g) Adjustments approved by the Board on March 14, 2006 pursuant to Articles 174-9, 174-12 and 174-13 of Decree n° 67-236 dated March 23, 1967 in effect at the time of the Board<br />
meeting as well as at the time of the shareholders’ meeting of TOTAL S.A. on May 12, 2006, related to the spin-off of Arkema. The adjustments were made on May 22, 2006 and became<br />
effective on May 24, 2006.<br />
(h) Taking into account the confirmation in 2006 of the award of 500 stock options (for underlying shares, par value 10 euros per share) that had been cancelled erroneously in 2001.<br />
TOTAL – <strong>Registration</strong> Document 2006