Registration document 2011 - tota - Total.com

D) TOTAL performance share grant
The performance shares, which are bought back by the Company
on the market, are finally granted to their beneficiaries after a 2-year
vesting period from the date of the grant. The final grant is subject
to a continued employment condition and a performance condition.
Moreover, the transfer of the performance shares finally granted will
not be permitted until the end of a 2-year mandatory holding period
from the date of the final grant.
2011 Plan
For the 2011 Plan, the Board of Directors decided that, for each
senior executives (other than the Chairman and Chief Executive
Officer), the shares 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 greater than 7% and less than 18%; and
– is equal to 100% if the average ROE is greater than or equal to 18%.
The Board of Directors decided also that, for each for each
beneficiary (other than the Chairman and Chief Executive Officer
and the senior executives) of more than 100 shares, the shares
in excess of this number will be finally granted subject to the
performance condition mentioned before.
TOTAL S.A. 11
Notes to the Statutory Financial Statements
2005 Plan 2006 Plan 2007 Plan 2008 Plan 2009 Plan 2010 Plan 2011 Plan Total
Date of the shareholders’ meeting 05/17/2005 05/17/2005 05/17/2005 05/16/2008 05/16/2008 05/16/2008 05/13/2011
Grant date (a) 07/19/2005 07/18/2006 07/17/2007 10/09/2008 09/15/2009 09/14/2010 09/14/2011
Final grant date
(end of the vesting period) 07/20/2007 07/19/2008 07/18/2009 10/10/2010 09/16/2011 09/15/2012 09/15/2013
Transfer possible from 07/20/2009 07/19/2010 07/18/2011 10/10/2012 09/16/2013 09/15/2014 09/15/2015
Number of performance shares
Outstanding as
of January 1, 2009 - - 2,333,217 2,772,748 - - - 5,105,965
Awarded - - - - 2,972,018 - - 2,972,018
Canceled 1,928 2,922 (12,418) (9,672) (5,982) - - (23,222)
Finally granted (b)(c) (1,928) (2,922) (2,320,799) (600) - - - (2,326,249)
Outstanding as
of January 1, 2010 - - - 2,762,476 2,966,036 - - 5,728,512
Awarded - - - - - 3,010,011 - 3,010,011
Canceled(d) 1,024 3,034 552 (1,113,462) (9,796) (8,738) - (1,127,386)
Finally granted (b)(c) (1,024) (3,034) (552) (1,649,014) (1,904) (636) - (1,656,164)
Outstanding as
of January 1, 2011 - - - - 2,954,336 3,000,637 - 5,954,973
Awarded - - - - - - 3,649,770 3,649,770
Canceled 800 700 792 356 (26,214) (10,750) (19,579) (53,895)
Finally granted (b)(c)(e) (800) (700) (792) (356) (2,928,122) (1,836) - (2,932,606)
Outstanding as
of December 31, 2011 - - - - - 2,988,051 3,630,191 6,618,242
(a) The grant date is the date of the Board of Directors meeting that awarded the shares, except for the shares awarded by the Board of Directors at their meeting of September 9, 2008,
and granted on October 9, 2008.
(b) Performance shares finally granted following the death of their beneficiaries.
(c) Including performance shares finally granted for which the entitlement right had been canceled erroneously.
(d) Out of the 1,113,462 canceled rights to the grant share under the 2008 Plan, 1,094,914 entitlement rights were canceled due to the performance condition.
The acquisition rate for the 2008 Plan was 60%.
(e) The acquisition rate for the 2009 Plan was 100%.
In addition, as part of the 2011 plan, the Board of Directors decided
that the number of performance share finally granted to the
Chairman and Chief Executive Officer will be subject to two
performance conditions:
– For 50% of the share granted, the performance condition
states that the number of shares finally granted is based on the
average ROE of the Group. The average ROE is calculated by
the Group from the consolidated balance sheet and statement
of income of the Group 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%.
– For 50% of the share granted, the performance condition states
that the number of shares finally granted is based on the average
ROACE of the Group. The average ROACE is calculated by the
Group from the consolidated balance sheet and statement of
income of the Group for fiscal years 2011 and 2012. The
acquisition rate is equal to zero if the average ROACE is less
than or equal to 6%; varies on a straight-line basis between 0%
and 100% if the average ROACE is more than 6% and less
than 15%; and is equal to 100% if the average ROACE is more
than or equal to 15%.
Registration Document 2011. TOTAL 315