Registration document 2007 - Total.com

Corporate Governance
Employees, Share Ownership, Stock Options and Restricted Share Grants
TOTAL stock options awarded to executive officers (Management Committee and Treasurer 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
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) (a) Exercise price from
23.44 28.25 40.68 42.05 39.58 33.30 39.85 49.73 -
May 24, 2006 (in euros) (a) Options awarded by
the Board (before taking
into account the
- 27.86 40.11 41.47 39.03 32.84 39.30 49.04 50.60
four-for-one stock split) (b) Options awarded by
the Board (after taking
into account the
106,700 183,000 215,000 269,550 280,300 307,276 369,000 326,360 1,438,920
four-for-one stock split) (b) Options outstanding
426,800 732,000 860,000 1,078,200 1,121,200 1,229,104 1,476,000 1,305,440 1,438,920 9,667,664
as of January 1, 2006 (b) Options exercised
67,448 247,076 540,000 1,056,200 1,121,200 1,102,592 1,476,000 1,305,440 - 6,915,956
up to May 23, 2006 (b) Adjustment related to
(67,448) (59,000) (112,800) (327,200) - (23,680) - - - (590,128)
the Arkema spin-off (c) Options awarded after
- 2,664 6,048 10,300 15,820 15,228 20,796 18,400 - 89,256
May 24, 2006
Options exercised after
- - - - - - - - 1,438,920 1,438,920
May 24, 2006
Options outstanding as
- (8,918) (17,852) (100,272) (164,284) (205,216) - - - (496,542)
of December 31, 2006 - 181,822 415,396 639,028 972,736 888,924 1,496,796 1,323,840 1,438,920 7,357,462
(a) 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.
(b) The number of options awarded, outstanding 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.
(c) 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.
In 2006, Mr. Christophe de Margerie, a director of TOTAL S.A. and member of the Executive Committee, was awarded 160,000 options
under the 2006 Plan and exercised 9,000 options, awarded under the 1998 Plan, for 9,000 underlying shares, par value 10 euros per
share (after the stock split, 36,000 shares, par value 2.50 euros per share). Pursuant to the adjustments related to the Arkema spin-off,
Mr. Christophe de Margerie was attributed an additional 9,876 options based on his options outstanding as of May 23, 2006. These
options from the adjustment give rights, upon exercise, to a total of 9,876 shares, par value 2.50 euros per share.
In 2006, Mr. Daniel Boeuf, the director of TOTAL S.A. representing employee shareholders, was awarded 720 options under the 2006 Plan
and did not exercise any options. Pursuant to the adjustments related to the Arkema spin-off, Daniel Boeuf was attributed an additional
12 options related to the options he had been awarded under the 2005 Plan. These options from the adjustment give rights, upon
exercise, to a total of 12 shares, par value 2.50 euros per share.
Certain executive officers of TOTAL as of December 31, 2006 who were previously with the Elf Aquitaine group hold Elf Aquitaine options
that, upon exercise, benefit from exchange rights for TOTAL shares based upon the exchange ratio used in the public tender offer of
TOTAL for Elf Aquitaine in 1999 (see page 124).
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TOTAL – Registration Document 2006 119