Registration document 2007 - Total.com

5
TOTAL restricted share grants
The following table gives a breakdown of restricted share grants by category of grantee (executive officers, senior managers and other
employees).
Number of
Average
number of
restricted restricted
Number of shares share per
grantees granted (a) Percentage grantee (b)
2005 Plan (b) Executive officers (d) 29 13,692 2.4% 472
(Decision of the Board on July 19, 2005) Senior managers 330 74,512 13.1% 226
Other employees 6,956 481,926 84.5% 69
Total 7,315 570,130 100% 78
2006 Plan (c) Executive officers (d) 26 49,200 2.2% 1,892
(Decision of the Board on July 18, 2006) Senior managers 304 273,832 12.0% 901
Other employees (e) 7,509 1,952,332 85.8% 260
Total 7,839 2,275,364 100% 290
(a) The number of restricted shares granted shown in this table has not been recalculated to take into account the four-for-one stock split approved by the shareholders’ meeting on May 12,
2006.
(b) Grant approved by the Board on July 19, 2005 pursuant to the authority given by the shareholders’ meeting on May 17, 2005. Grants of these restricted shares, which the Company
purchased on the market in 2005, will become final, subject to performance conditions, on July 20, 2007, after a two-year vesting period. Under these performance conditions, the final
number of restricted shares granted will be calculated according to the return on average capital employed, based on the accounts published by the Group for the financial year, in this
case 2006, preceding the year of final grant. The restricted shares finally granted are then subject to a two-year holding period, in this case ending on July 20, 2009. To provide for the
eventual final grant of these restricted shares, the Company purchased 574,000 previously issued shares, par value 10 euros per share, on the market at an average price of 206.49 euros
per share, par value 10 euros per share, the equivalent of an average price of 51.62 euros per share, par value 2.50 per share.
(c) Grant approved by the Board on July 18, 2006 pursuant to the authority given by the shareholders’ meeting on May 17, 2005. Grants of these restricted shares, which the Company
purchased on the market in 2006, will become final, subject to performance conditions, on July 19, 2008, after a two-year vesting period. Under these performance conditions, the final
number of restricted shares granted will be calculated according to the return on average capital employed, based on the accounts published by the Group for the financial year, in this
case 2007, preceding the year of final grant. The restricted shares finally granted are then subject to a two-year holding period, in this case ending on July 19, 2010. To provide for the
eventual final grant of these restricted shares, the Company purchased 2,295,684 shares on the market at an average price of 51.91 euros per share.
(d) Members of the Executive Committee and the Treasurer as of the date of the Board meeting granting the restricted shares. The Chairman of the Board is not granted restricted shares.
Mr. Christophe de Margerie, a director of TOTAL S.A., was not granted restricted shares under the 2006 Plan.
(e) Mr. Daniel Boeuf, the director of TOTAL S.A. representing employee shareholders, was granted 416 restricted shares under the 2006 Plan.
122
Corporate Governance
Employees, Share Ownership, Stock Options and Restricted Share Grants
TOTAL – Registration Document 2006