Registration Document

P ◀ CONTENTS ▶
Total compensation paid by the Group to members
of the Executive Committee in their position as of
August 31, 2011 (including the Chief Executive
Officer, details of whose compensation are provided
on page 250 of this document), amounted to
9,250,109 euro. This amount comprises a fixed
portion of 4,341,284 euro, a variable portion of
4,878,249 euro, and 30,577 euro of contributions to
retirement plans, as described above.
3.1 Stock Option Policy
The Group’s executive stock option policy has two
objectives:
• linking the financial interests of executives to those
of the shareholders;
• attracting and retaining the entrepreneurs needed
to expand and strengthen its market leadership.
Stock options are not granted to members of the Board
of Directors, with the exception of the Chief Executive
Officer.
The stock option plans satisfy the following rules:
• options are generally granted at the same time of
the year and their exercise price is not discounted;
• option lives are six to seven years;
• vesting of options is subject to conditions regarding
effective presence of the beneficiary in the
Sodexo Group and, for plans subsequent to 2007,
to the achievement of a specified level of profit
attributable to equity holders of the parent over
three fiscal years. However, this latter condition
applies only to a certain portion of the stock
options granted to each beneficiary (between 0
and 50%, except for the Chief Executive Officer,
whose grant is wholly subject to the performance
Corporate Governance
Compensation 10
condition), the remainder of the options vesting
in equal tranches over 4 years.
At its meeting on November 8, 2010, the Board of
Directors noted that the performance condition
included in the grant documents for the stock options
granted in 2008 and linked to the achievement of a
certain level of net profit attributable to equity holders
of the parent as of the August 31, 2010 close had
not been met, and accordingly cancelled all of the
stock options subject to this condition. In compliance
with the grant documents for the options granted on
January 19, 2009 and January 11, 2010 and on the
recommendation of the Compensation Committee, the
Board of Directors decided to modify the performance
condition included in these plans for 2009 and 2010
linked to the achievement of a certain level of net
profit attributable to equity holders of the parent
over a three year period. The changes made reflected
consideration of developments in the global economy
(and a slower recovery than initially thought); the
Board also decided to neutralize exchange rate effects
by measuring the performance condition at constant
exchange rates.
3.1.1 Sodexo stock options granted
to employees
The Annual Shareholders’ Meeting regularly grants
authority to the Board of Directors to purchase Sodexo
shares for the purpose of granting them to employees
under stock option plans.
The number of unexercised stock options issued by
the Company in connection with various plans still
in effect as of August 31, 2011 was 6,439,038 for a
total amount of 277,943,760 euro (see table below
for details). The number of options exercisable as of
August 31, 2011 was 1,944,228, each entitling the
holder to one Sodexo share if exercised.
Sodexo Registration Document Fiscal 2011
255
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