Registration Document 2005 - Total.com

5
Stock options and restricted share grants
Distribution policy
Corporate Governance
Headcount, Employee shareholding, Stock options and restricted share grants
Share subscription options, share purchase options and restricted
share grants are exclusively for TOTAL shares; options and
restricted shares were not granted for affiliates shares that are
traded on a financial market.
Each plan for options or restricted shares is approved by the Board
of Directors, based upon recommendations from the Nominating &
Compensation Committee. For each plan, the Committee creates
the list of the beneficiaries and the number of options or restricted
shares respectively granted to each beneficiary. The Board of
Directors then definitively approves this list.
Share subscription or purchase options are granted for a period
of eight years, with an exercise price equal to the average of the
opening share prices during the twenty trading days prior to the
grant date, without discount. For the option plan created since
2002, the options may be exercised after an initial two-year period
and the shares issued upon exercise may not be transferred prior
to the termination of an additional two-year holding period.
114 TOTAL - Registration Document 2005
The restricted share grants become final after a two-year vesting
period and are subject to conditions related to the profitability of
the Group in the fiscal year preceding the year of final grant. These
conditions are defined in advance by the Board of Directors, based
upon the recommendation from the Nominating & Compensation
Committee. At the end of this vesting period, and subject to the
performance conditions, TOTAL restricted share grants become
final but the shares may not be transferred between the date of the
final grant and the end of an additional mandatory two-year holding
period.
The grant of these options or restricted shares is used to
complement, based upon individual performance assessments at
the time of each plan, the Group’s policy of developing shareholding
for employees that is implemented by TOTAL throughout the Group
(saving plans, capital increases reserved for employees every
2 years) and allows employees to be more closely associated with
the financial and share price performance of TOTAL (see page 138).
In addition, performance indicators used for the agreements on
employee profit sharing allow the Group, when permitted by local
legislation, to include a share of the Group’s profit in employees’
compensation (see page 160).