Registration document 2011 - tota - Total.com

The acquisition rate:
– is equal to zero if the average ROE is less than or equal to 7%;
– varies on a straight-line basis between 0% and 100%
– if the average ROE is more than 7% and less than 18%; and
– is equal to 100% if the average ROE is more than or equal to 18%.
2010 share subscription option plan: the Board of Directors
decided that, provided the presence condition within the Group
was satisfied:
– for each grantee of up to 3,000 options, other than the Chairman
and Chief Executive Officer, the options will be finally granted;
– for each grantee of more than 3,000 options and less than or
equal to 50,000 options (other than the Chairman and Chief
Executive Officer):
- the first 3,000 options and two-thirds of the options in excess
of this number will be finally granted to their beneficiary;
- the outstanding options, that is one-third of the options in
excess of the first 3,000 options, will be granted provided that
the performance condition described below is fulfilled;
– For each grantee of more than 50,000 options, other than the
Chairman and Chief Executive Officer:
- the first 3,000 options, two-thirds of the options above the first
3,000 options and below the first 50,000 options, and one-third
of the options in excess of the first 50,000 options, will be finally
granted to their beneficiary;
- the remaining options, that is one-third of the options above the
first 3,000 options and below the first 50,000 options, and twothirds
of the options in excess of the first 50,000 options, will be
finally granted provided that the performance condition is fulfilled.
This condition states that the number of options finally granted
is based on the average ROE of the Group. The average ROE is
calculated by the Group based on TOTAL’s consolidated balance
sheet and statement of income for fiscal years 2010 and 2011.
The acquisition rate:
– is equal to zero if the average ROE is less than or equal to 7%;
– varies on a straight-line basis between 0% and 100% if the
average ROE is more than 7% and less than 18%; and
– is equal to 100% if the average ROE is more than or equal to 18%.
2009 share subscription option plan: the Board of Directors
decided that, provided the presence condition within the Group
was met, for each beneficiary, other than the Chief Executive Officer,
of more than 25,000 options, one-third of the options granted in
excess of this number will be finally granted subject to a performance
condition. This condition is based on the average ROE of the Group
as published by TOTAL. The average ROE is calculated based on
the Group’s consolidated balance sheet and statement of income
for fiscal years 2009 and 2010.
The acquisition rate:
– is equal to zero if the average ROE is less than or equal to 7%;
– varies on a straight-line basis between 0% and 100% if the average
ROE is more than 7% and less than 18%; and
– is equal to 100% if the average ROE is more than or equal to 18%.
The acquisition rate applicable to the subscription options that were
subject to the performance condition of the 2009 Plan was 100%.
(1) Executive officers, excluding the Chairman and Chief Executive Officer, are employees other than directors.
Corporate governance 5
Compensation for the administration and management bodies
Performance share plan
2011 performance share plan: the Board of Directors decided
that, provided that the presence condition within the Group is satisfied,
for executives officers (1) other than the Chairman and Chief
Executive Officer, the number of shares finally granted will be
subject to the performance condition set out below. This condition
is based on the average ROE as published by the Group and
calculated based on the Group’s consolidated balance sheet and
statement of income for fiscal years 2011 and 2012.
The acquisition rate:
– is equal to zero if the average ROE is less than or equal to 7%;
– varies on a straight-line basis between 0% and 100% if the
average ROE is more than 7% and less than 18%; and
– is equal to 100% if the average ROE is more than or equal to 18%.
Furthermore, the Board of Directors decided that, for each
beneficiary (other than the Chairman and Chief Executive Officer
and the executive officers) of more than 100 shares, the shares in
excess of this number will be finally granted subject to a performance
condition. This condition is based on the average ROE as published
by the Group and calculated based on the Group’s consolidated
balance sheet and statement of income for fiscal years 2011
and 2012.
The acquisition rate:
– is equal to zero if the average ROE is less than or equal to 7%;
– varies on a straight-line basis between 0% and 100% if the average
ROE is more than 7% and less than 18%; and
– is equal to 100% if the average ROE is more than or equal to 18%.
2010 performance share plan: the Board of Directors decided
that, provided that the presence condition within the Group is satisfied,
for each beneficiary of more than 100 shares, half of the shares in
excess of this number will be finally granted subject to a performance
condition. This condition is based on the average ROE calculated
by the Group based on TOTAL’s consolidated balance sheet
and statement of income for fiscal years 2010 and 2011.
The acquisition rate:
– is equal to zero if the average ROE is less than or equal to 7%;
– varies on a straight-line basis between 0% and 100% if the
average ROE is more than 7% and less than 18%; and
– is equal to 100% if the average ROE is more than or equal to 18%.
2009 performance share plan: the Board of Directors decided
that, provided that the presence condition within the Group is satisfied,
for each beneficiary of more than 100 shares, half of the shares in
excess of this number will be finally granted subject to a performance
condition. This condition is based on the average ROE of the Group
as published by TOTAL. The average ROE is calculated based on
the Group’s consolidated balance sheet and statement of income
for fiscal years 2009 and 2010.
The acquisition rate:
– is equal to zero if the average ROE is less than or equal to 7%;
– varies on a straight-line basis between 0% and 100% if the
average ROE is more than 7% and less than 18%; and
– is equal to 100% if the average ROE is more than or equal to 18%.
Due to the application of the performance condition, the acquisition
rate was 100% for the 2009 Plan.
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