Registration document 2011 - tota - Total.com

11
314
TOTAL S.A.
Notes to the Statutory Financial Statements
B) TOTAL share purchase option plans
Date of the shareholders’ meeting 05/17/2001 05/17/2001
Grant date (c) 07/10/2001 07/09/2002
Exercise price until May 23, 2006 included (d) 42.05 39.58 - -
Exercise price since May 24, 2006 (d) 41.47 39.03 - -
Expiry date 07/10/2009 07/09/2010
Number of options (e)
Outstanding as of January 1, 2009 4,691,426 6,450,857 11,142,283 40.06
Awarded - - - -
Canceled (4,650,446) (7,920) (4,658,366) 41.47
Exercised (40,980) (507,676) (548,656) 39.21
Outstanding as of January 1, 2010 - 5,935,261 5,935,261 39.03
Awarded - - - -
Canceled (f) - (4,671,989) (4,671,989) 39.03
Exercised - (1,263,272) (1,263,272) 39.03
Outstanding as of January 1, 2011 - - - -
Awarded - - - -
Canceled - - - -
Exercised - - - -
Outstanding as of December 31, 2011 - - - -
(a) Options were exercisable, subject to a continued employment condition, after a 3.5-year vesting period from the date of the Board meeting awarding the options and expired 8 years
after this date. The underlying shares may not be transferred during the 4-year period from the date of the grant. This plan expired on July 10, 2009.
(b) Options were exercisable, subject to a continued employment condition, after a 2-year vesting period from the date of the Board meeting awarding the options and expired 8 years after
this date. The underlying shares may not be transferred during the 4-year period from the date of the grant. This plan expired on July 9, 2010.
(c) The grant date is the date of the Board meeting awarding the options.
(d) Exercise price in euro. The exercise prices of TOTAL share purchase options of the plans 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 share purchase options of these plans were multiplied by an adjustment factor equal
to 0.986147 effective as of May 24, 2006.
(e) The number of options awarded, outstanding, canceled or exercised before May 23, 2006 included, was multiplied by four to take into account the four-for-one stock split approved by
the shareholders’ meeting on May 12, 2006.
(f) Out of the 4,671,989 options canceled in 2010, 4,671,145 options that were not exercised expired due to the expiry of the 2002 purchase option Plan on July 9, 2010.
C) Exchange guarantee granted to the holders
of Elf Aquitaine share subscription options
Pursuant to the public exchange offer for Elf Aquitaine shares which
was made in 1999, the Group made a commitment to guarantee
the holders of Elf Aquitaine share subscription options, at the end
of the period referred to in Article 163 bis C of the French Tax Code
(CGI), and until the end of the period for the exercise of the options,
the possibility to exchange their future Elf Aquitaine shares for
TOTAL shares, on the basis of the exchange ratio of the offer
(nineteen TOTAL shares for thirteen Elf Aquitaine shares).
In order to take into account the spin-off of S.D.A. (Société de
Développement Arkema) by Elf Aquitaine, the spin-off of Arkema
by TOTAL S.A. and the four-for-one TOTAL stock split, the Board
of Directors of TOTAL S.A., in accordance with the terms of the
share exchange undertaking, approved on March 14, 2006 to
adjust the exchange ratio described above (see pages 24 and 25
TOTAL. Registration Document 2011
2001Plan (a) 2002 Plan (b) Total Weighted
average
exercise
price
of the “Prospectus for the purpose of listing Arkema shares
on Euronext Paris in connection with the allocation of Arkema
shares to TOTAL S.A. shareholders”). Following the approval
by Elf Aquitaine shareholders’ meeting on May 10, 2006 of the
spin-off of S.D.A. by Elf Aquitaine, the approval by TOTAL S.A.
shareholders’ meeting on May 12, 2006 of the spin-off of
Arkema by TOTAL S.A. and the four-for-one TOTAL stock split,
the exchange ratio was adjusted to six TOTAL shares for one
Elf Aquitaine share on May 22, 2006.
This exchange guarantee expired on September 12, 2009,
due to the expiry of the Elf Aquitaine share subscription option
plan No. 2 of 1999. Subsequently, no Elf Aquitaine shares are
covered by the exchange guarantee.