Registration Document

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Corporate Governance
Compensation
Employment contract
Based on the recommendation of the Compensation
Committee, the Board of Directors has decided to
maintain Michel Landel’s employment contract. His
mandate is considered to be a continuation of the
salaried activities he has carried out since entering
the Group in 1984. The Compensation Committee
considered it would be inequitable to call into
question his retirement plan. Michel Landel was
aged 59 at August 31, 2011.
Michel Landel receives compensation under his
employment contract with Bellon SA. He receives
no payment for the performance of his duties as Chief
Executive Officer. However, he has stock options and
would receive an indemnity in case of termination
of his Chief Executive Officer mandate subject to the
conditions described below. Contractual indemnities
may not be cumulated in case of termination of his
employment contract and the ending of his mandate.
Supplemental retirement plan
Michel Landel’s supplemental retirement plan
provides for payment of a pension amounting to
14% of his fixed salary, to which are added the
pensions due him under compulsory retirement
plans, provided that he is employed by the Company
STOCK OPTIONS GRANTED TO THE CHIEF EXECUTIVE OFFICER IN FISCAL 2011
Michel Landel
date of plan
Chief Executive Officer December 13, 2010
Sodexo Registration Document Fiscal 2011
Type of
options
at the time of his retirement. The cumulative
liability for Michel Landel as of August 31, 2011
was 1,792,893 euro.
Compensation in the event of termination
of appointment as Chief Executive Officer
As decided by the Board of Directors on November 6,
2008 and ratified by the combined general
Shareholders’ Meeting of January 19, 2009, in
compliance with the procedure governing related
party agreements, Michel Landel is entitled to
compensation in the event of termination of his
appointment as Chief Executive Officer (excluding
voluntary termination or retirement and unless
revoked for cause), for which a payment will be
made to him in an amount equal to twice the gross
annual compensation (fixed and variable) received
during the 12 months preceding the termination. The
payment of the indemnity in the case of termination
of the Chief Executive Officer appointment will
only be made if, at constant consolidation scope
and currency exchange rates, the annual increase in
the Sodexo Group’s consolidated operating income
is equal or higher than 5% for each of the three
fiscal years ended prior to the termination of the
appointment.
Value of
options (1)
(in euro)
Number
of options
granted in
the fiscal
year
Purchase
options 1,422,927 120,000 48.37
exercise
price
(in euro) Vesting period (2)
December 13, 2013
December 12, 2017
(1) Options granted are measured at fair value at grant date, estimated using of a binomial type model that takes account of the terms and conditions on
which the options were granted together with assumptions regarding exercise of the options (see note 4.23 to the consolidated financial statements).
(2) Terms and conditions of exercise are described in the table on page 260 of this document.
STOCK OPTIONS EXERCISED BY THE CHIEF EXECUTIVE OFFICER IN FISCAL 2011
Sodexo SA Plans date of plan
Michel Landel
Number of options
exercised in the
fiscal year (1)
exercise
price (1)
Chief Executive Officer January 18, 2005 60,042 23.08 EUR
December 12, 2000 29,678 28.1360 USD
(1) Number of options and exercise price adjusted for capital transactions carried out since the grant date.
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