registration document France Telecom 2009 - Orange.com

17
employees
COMPENSATION
Option plans
granted by
Wanadoo
2000 plan
March
2001 plan
(UK)
April
2001 plan
November
2001 plan
June
2002 plan
November
2002 plan 2003 plan Total
Date of Annual
Shareholders’
Meeting authorizing
the plan 06/22/2000 06/22/2000 06/22/2000 06/22/2000 06/22/2000 06/22/2000 06/22/2000
Date of board
meeting granting
the options 07/18/2000 03/21/2001 04/02/2001 11/26/2001 06/04/2002 11/26/2002 11/26/2003
Total number of
options granted (1) 1,660,966 2,178,705 4,329,916 691,883 3,817,710 435,618 2,107,115 15,221,913
First possible
exercise date 07/18/2005 09/21/2001 (2) 04/02/2004 06/26/2003 (3) 06/04/2004 (4) 11/26/2004 (5) 11/26/2006
Expiration date 07/18/2010 03/21/2011 04/02/2011 11/26/2011 06/04/2012 11/26/2012 11/26/2013
Stock option
exercise price €48.70 €15.69 €15.38 €15.38 €13.84 €13.84 €16.60
Total number
of options
exercised as of
December 31, 2009 0 741,455 2,469,227 341,914 2,142,387 239,040 431,501 6,365,524
Total number
of options
canceled as of
December 31, 2009 928,157 1,437,250 514,369 285,689 593,178 94,463 412,616 4,265,722
Number of options
outstanding as of
December 31, 2009 732,809 0 1,346,320 64,280 1,082,145 102,115 1,262,998 4,590,667
(1) After conversion to France Telecom options based on the exchange ratio of 7/18 and adjustment of the number of options and the exercise price following the September 26, 2005
France Telecom capital increase.
(2) 10% of the options became exercisable as of September 21, 2001, 10% as of March 21, 2002, 40% as of March 21, 2003 and 40% as of March 21, 2004.
(3) 5% of the options became exercisable on June 26, 2003, 23% on September 26, 2003, 5% on June 26, 2004, 23% on September 26, 2004, and 44% on November 26, 2004.
(4) 8% of the options became exercisable on June 4, 2004 and the remaining 92% on June 4, 2005.
(5) 13.5% of the options became exercisable on November 26, 2004 and the remaining 86.5% on November 26, 2005.
Stock options allocated and exercised in 2009
No stock options or share purchase plans were granted in 2009.
In 2009, 45,269 options (after conversion on the basis of
the exchange ratio) were exercised under plans granted by
Wanadoo, including 37,170 options exercised by the 10
employees or former employees who exercised the most
options.
As of December 31, 2009, 4,590,667 stock-options were
outstanding with a weighted average exercise price of
20.64 euros per share.
Orange Stock Options covered
by a Liquidity Contract
Upon completion of the public buyout offer followed by a
squeeze-out of the shares of Orange S.A., France Telecom
offered to holders of Orange stock options and to holders of
Orange stock obtained through the exercise of options after the
offer, the possibility of signing a liquidity contract and then in
September 2005 issued option liquidity instruments (ILO). The
ILOs allow their benefi ciaries to exchange one Orange share for
0.446 new shares of France Telecom when their options are
exercised.
328
2009 REGISTRATION DOCUMENT / FRANCE TELECOM