Registration document 2007 - Total.com

5
118
Corporate Governance
Employees, Share Ownership, Stock Options and Restricted Share Grants
TOTAL stock options as of December 31, 2006
1998 Plan 1999 Plan 2000 Plan 2001 Plan 2002 Plan 2003 Plan 2004 Plan 2005 Plan 2006 Plan Total
Purchase Purchase Purchase Purchase Purchase Subscription Subscription Subscription Subscription
Type of options options options options options options options options options options
Date of the shareholders’ May 21, May 21, May 21, May 17, May 17, May 17, May 14, May 14, May 14,
meeting 1997 1997 1997 2001 2001 2001 2004 2004 2004
Date of Board March 17, June 15, July 11, July 10, July 9, July 16, July 20, July 19, July 18
meeting
Options awarded
by the Board (before
taking into account
the four-for-one stock
1998 1999 2000 2001 2002 2003 2004 2005 2006
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
• Executive directors (b) • Ten highest awards to
30,000 40,000 50,000 75,000 60,000 60,000 60,000 60,180 400,720
employees (c) Options awarded
by the Board (after
taking into account
the four-for-one stock
111,000 172,000 138,000 166,000 176,500 175,000 204,000 184,000 633,000
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
• Executive directors (b) • Ten highest awards to
120,000 160,000 200,000 300,000 240,000 240,000 240,000 240,720 400,720 2,141,440
employees (c) 444,000 688,000 552,000 664,000 706,000 700,000 816,000 736,000 633,000 5,939,000
Date as of which options March 18, June 16, July 12, January 1, July 10, July 17, July 21, July 20, July 19,
may be exercised 2003 2004 (d) 2004 (e) 2005 2004 2005 2006 2007 2008
Expiration date March 17, June 15, July 11, July 10, July 9, July 16, July 20, July 19, July 18,
Initial exercise price
2006 2007 2008 2009 2010 2011 2012 2013 2014
(in euros)
Exercise price until
93.76 113.00 162.70 168.20 158.30 133.20 159.40 198.90 -
May 23, 2006 (in euros) (f) Exercise price from
23.44 28.25 40.68 42.05 39.58 33.30 39.85 49.73 -
May 24, 2006 (in euros) (f) Number of options
- 27.86 40.11 41.47 39.03 32.84 39.30 49.04 50.60
(a) :
• Outstanding as of
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
• Awarded in 2006 - - - - - - - 134,400 5,727,240 5,861,640
• Cancelled in 2006 (72,692) - (7,272) (h) • Adjustments related
(15,971) (26,694) (22,200) (57,263) (43,003) (1,080) (246,175)
to the Arkema spin-off (g) - 25,772 84,308 113,704 165,672 163,180 196,448 90,280 - 839,364
• Exercised in 2006
• Outstanding as of
(516,960) (707,780) (1,658,475) (1,972,348) (2,141,742) (729,186) (120,133) - - (7,846,624)
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
(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
TOTAL’s shareholders’ meeting on May 12, 2006.
(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
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
division.
(c) Employees of TOTAL S.A. and any company in the Group who were not executive directors of TOTAL S.A. at the time of award.
(d) January 1, 2003 for employees under contract with a subsidiary incorporated outside of France.
(e) January 1, 2004 for employees under contract with a subsidiary incorporated outside of France.
(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
stock options was multiplied by an adjustment ratio of 0.986147, effective as of May 24, 2006.
(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
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
effective on May 24, 2006.
(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.
TOTAL – Registration Document 2006