Registration document 2011 - tota - Total.com

5 Corporate
130
governance
Compensation for the administration and management bodies
5.9.3. TOTAL stock options awarded to Mr. de Margerie, Chairman
and Chief Executive Officer of TOTAL S.A.
2003 Plan 2004 Plan 2005 Plan 2006 Plan 2007 Plan 2008 Plan 2009 Plan 2010 Plan 2011 Plan Total
Type of options Subscription Subscription Subscription Subscription Subscription Subscription Subscription Subscription Subscription
options options options options options options options options options
Expiry date 07/16/2011 07/20/2012 07/19/2013 07/18/2014 07/17/2015 10/09/2016 09/15/2017 09/14/2018 09/14/2019
Exercise price (€) (a) 32.84 39.30 49.04 50.60 60.10 42.90 39.90 38.20 33.00
Options awarded
by the Board (b) 112,000 128,000 130,000 160,000 200,000 200,000 200,000 240,000 160,000 1,530,000
Adjustments related
to the spin-off
of Arkema (c) 1,576 1,800 1,828 - - - - - - 5,204
Options outstanding
as of January 01, 2011 113,576 129,800 131,828 160,000 200,000 176,667 200,000 240,000 - 1,351,871
Options awarded
in 2011 - - - - - - - - 160,000 160,000
Options exercised
in 2011 (113,576) - - - - - - - - (113,576)
Options canceled
in 2011 - - - - - - - - - -
Options outstanding as
of December 31, 2011 - 129,800 131,828 160,000 200,000 176,667 200,000 240,000 160,000 1,398,295
(a) Exercise price as of May 24, 2006. The exercise prices of TOTAL subscription shares under the plans in force at that date were multiplied by 0.25 to take into account the four-for-one stock
split on May 18, 2006. Moreover, following the spin-off of Arkema, the exercise prices of TOTAL stock options under these plans were multiplied by an adjustment factor equal to 0.986147
effective as of May 24, 2006. The exercise prices effective before May 24, 2006 are given in Note 25, points A, B and C to the Consolidated Financial Statements (Chapter 9).
(b) The number of options awarded before May 23, 2006, has been multiplied by four to take into account the four-for-one stock split approved by the Shareholders’ Meeting on May 12, 2006.
(c) Adjustments approved by the Board at its meeting on March 14, 2006, pursuant to the provisions in effect at the time of the Board meeting and of the Shareholders’ Meeting on May 12, 2006,
related to the spin-off of Arkema. These adjustments were made on May 22, 2006 effective as of May 24, 2006.
As part of the 2007 to 2011 Plans, the Board has made the grant of these options to the Chairman and Chief Executive Officer subject to
performance conditions (see paragraph 5.6.2 of this Chapter). For the 2009 Plan, the acquisition rate, linked to the performance conditions,
was 100%.
As of December 31, 2011, the outstanding options of the Chairman and Chief Executive Officer represented 0.058% (1) of the Company’s
potential share capital as of such date.
Mr. Desmarest, Chairman of the Board of Directors until May 21, 2010, was not awarded any share subscription options under
the 2008, 2009, 2010 and 2011 plans. In addition, he was not awarded any performance shares under plans in the period 2005 to 2011.
(1) Out of a total potential share capital of 2,408,400,225 shares (see paragraph 1.4 of Chapter 8).
TOTAL. Registration Document 2011