Registration document 2011 - tota - Total.com

5 Corporate
132
governance
Compensation for the administration and management bodies
5.10. TOTAL global free and performance share grants
5.10.1. TOTAL global free share plan
In addition to the performance shares granted, the Board of Directors decided at its meeting on May 21, 2010, to implement a global free
share plan intended for all the Group employees, that, is more than 100,000 employees. On June 30, 2010, rights to 25 free shares were
granted to every employee. The shares are subject to a vesting period of two to four years depending on the case. The shares granted are
not subject to any performance condition. Following the vesting period, the shares will be issued.
5.10.2. Breakdown of TOTAL performance share grants
The following table gives a breakdown of TOTAL performance share grants by category of beneficiary (main executive officers,
other executive officers and other employees).
Number of Number of Percentage Average
beneficiaries shares number
awarded (a) of shares per
beneficiary
2005 Plan (b) Main executive officers (c) 29 13,692 2.4% 472
Decision of the Board on July 19, 2005 Other executive officers 330 74,512 13.1% 226
Other employees (d) 6,956 481,926 84.5% 69
Total 7,315 570,130 100% 78
2006 Plan (b) Main executive officers (c) 26 49,200 2.2% 1,892
Decision of the Board on July 18, 2006 Other executive officers 304 273,832 12.0% 901
Other employees (d) 7,509 1,952,332 85.8% 260
Total 7,839 2,275,364 100% 290
2007 Plan (b) Main executive officers (c) 26 48,928 2.1% 1,882
Decision of the Board on July 17, 2007 Other executive officers 297 272,128 11.5% 916
Other employees (d) 8,291 2,045,309 86.4% 247
Total 8,614 2,366,365 100% 275
2008 Plan (b) Main executive officers (c) 25 49,100 1.8% 1,964
Awarded on October 9, 2008, by decision of the Board Other executive officers 300 348,156 12.5% 1,161
of Directors on September 9, 2008 Other employees (d) 9,028 2,394,712 85.8% 265
Total 9,353 2,791,968 100% 299
2009 Plan (b) Main executive officers (c) 25 48,700 1.6% 1,948
Decision of the Board on September 15, 2009 Other executive officers 284 329,912 11.1% 1,162
Other employees (d) 9,693 2,593,406 87.3% 268
Total 10,002 2,972,018 100% 297
2010 Plan (b) Main executive officers (c) 24 46,780 1.6% 1,949
Decision of the Board on September 14, 2010 Other executive officers 283 343,080 11.4% 1,212
Other employees (d) 10,074 2,620,151 87.0% 260
Total 10,381 3,010,011 100% 290
2011 Plan Main executive officers (c) 29 184,900 5.1% 6,376
Decision of the Board on September 14, 2011 Other executive officers 274 624,000 17.1% 2,277
Other employees (d) 9,658 2,840,870 77.8% 294
Total 9,961 3,649,770 100% 366
(a) The number of performance shares awarded shown in this table has not been adjusted to take into account the four-for-one stock split approved by the Shareholders’ Meeting on May 12, 2006.
(b) For the 2005, 2006, 2007 and 2009 Plans, the acquisition rates of the shares awarded, linked to the performance conditions, were 100%. For the 2008 Plan, the acquisition rate, linked
to the performance condition, was 60%.
(c) Members of the Management Committee and the Treasurer as of the date of the Board meeting granting the performance shares. The Chairman of the Board and the Chief Executive
Officer were not awarded any performance shares, with the exception of the 2011 Plan. On September 14, 2011, the Board of Directors of TOTAL S.A. decided to grant 16,000
performance shares to Mr. de Margerie.
(d) Mr. Clément, employee of Total Raffinage Marketing, a subsidiary of TOTAL S.A. and the director of TOTAL S.A. representing employee shareholders, was awarded 320 performance
shares under the 2005 Plan, 200 performance shares under the 2007 Plan, 500 performance shares under the 2008 Plan, 240 performance shares under the 2010 Plan and 240
performance shares under the 2011 Plan.
(e) Excluding free shares granted as part of the 2010 global free share plan.
TOTAL. Registration Document 2011