2008 Registration Document - Rexel

granted and (ii) the occurrence of certain events includingin particular admission of the Company’s shares to tradingon a regulated market.In accordance with these programmes, options areexercisable at the fair value of the shares at the date ofgrant. These plans qualified as equity-settled transactions.Plans issued in 2003 and 2004 by Rexel Distributionprior to its acquisitionPrior to its acquisition by Rexel Développement (formerlyRay Acquisition S.C.A.), share options arrangements weregranted annually by Rexel Distribution (formerly Rexel S.A.)to management personnel. On January 31, 2005, theboard of directors enacted the accelerated vesting of theoptions issued under plans with service and performanceconditions and outstanding at this date, so that holders ofthese options may exercise their rights during the squeezeoutprocedure of the minority interest which took place inApril 2005. Part of these options issued under 2003 and2004 plans were then exercised at that date. The other partwas covered by a liquidity mechanism entered into by RexelDéveloppement and certain beneficiaries. This agreementprovided for the repurchase by Rexel Développement of theshares arising on the exercise of the stock options after thefour-year lock-up period.Terms and conditionsThe terms and conditions of the options, which are settledexclusively by physical delivery of shares, are as follows:Date of delivery / beneficiariesNumber ofinstrumentsoriginally deliveredNumber of optionsactive as ofDecember 31, 2008Options termOptions granted to management prior to November 7, 2002 933,943 168,611 10 yearsOptions granted to management in 2003 623,413 545 10 yearsOptions granted to management in 2004 782,790 2,045 10 yearsTotal options granted by Rexel Distribution 2,340,146 171,201Options granted to key manager (“Plan No.1”)– on October 28, 2005 2,711,000 1,231,002 10 years– on May 31, 2006 169,236 140,944– on October 4, 2006 164,460 267,452Options granted to key employees (“Plan No.2”)– on November 30, 2005 259,050 472,956 10 years– on May 31, 2006 34,550 65,976Total options granted by Rexel 3,338,296 2,178,330REXEL 2008 | PAGE 189