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Corporate governanceCompensation2Stock optionsNo stock subscription or purchase options were granted to executivecorporate officers by the Company or by the companies itcontrols in 2011 or 2012.No stock subscription or purchase options were exercised byexecutive corporate officers in 2011 or 2012.Sequana stock subscription options held by Pascal Lebard andTiberto Ruy Brandolini d’Adda in their capacity as executive corporateofficers and by Pierre Martinet (currently a non-executivecorporate officer) at 31 December 2012 are detailed below:Date of AGM 3 May 2005Date of Board meeting 3 May 2005Total number of options initially granted 515,000Total number of options (adjusted) (1) 226,813Total number of shares that may be subscribed by:Pascal Lebard 46,244Tiberto Ruy Brandolini d’Adda 110,103Pierre Martinet 70,466Earliest exercise date 3 May 2009Expiry date 3 May 2013Original exercise price €23.50Adjusted exercise price (1) €56.52Terms and conditions of exercise Vesting periods (2)Number of shares subscribed at 31 December 2012 0Cumulative number of options cancelled or lapsedat 31 December 2012Stock subscription options outstandingat 31 December 20120226,813Value per option (IFRS 2) €6.34(1) Adjustments provided for by law and the plans concerned, regarding (i) the numberof options and the exercise price (carried out in May 2005 and May 2006 followingthe payment of dividends wholly or partly deducted from the Company’s reserves, andin 2012 following the capital increase and the reverse stock split), and (ii) the numberof options (carried out in December 2006 following the buyback or possible buybackby shareholders of shares in the Company at a lower-than-market price).(2) This share plan provides for gradual vesting over successive three-year periods,corresponding to one-third of options granted by year of seniority.Share awardsOn 9 February 2010, Sequana set up a share award plan formanagement and executives considered to play a key role inthe Group’s development. Under this plan, Pascal Lebard wasawarded 540,000 shares measured at the grant date in accordancewith IFRS 2, at an amount of €5.4670 per share.All 540,000 shares accruing to Pascal Lebard are subject to presenceand performance conditions related to Sequana’s three-year businessplan. These conditions were assessed on 31 December 2011and on 31 December 2012. The performance criteria for the sharesgranted to Pascal Lebard are based equally on Sequana’s consolidatedEBITDA and on its consolidated net debt.As 50% of the related performance conditions had been met at31 December 2011, Pascal Lebard acquired 180,000 Sequanashares on 30 April 2012 (with a par value of €1.50 each). Thevested shares represent 50% of two thirds of the total numberof shares awarded. The remaining shares would have vested on30 April 2013 if the specified performance conditions had beenmet at 31 December 2012. However, as this was not the case,Pascal Lebard did not receive any shares in 2013 and no longerhas any share award entitlements.In accordance with the AFEP-MEDEF recommendations onexecutive compensation, Pascal Lebard is required to hold a portionof the shares he acquired on 30 April 2012, corresponding to50% of net capital gains on the acquisition value, until the end ofhis initial or renewed term of office. The remaining shares mustalso be held for a period of two years following the vesting date.No free shares were awarded to Tiberto Ruy Brandolini d’Addain respect of the 9 February 2010 plan.No free shares (including performance shares) were awarded tothe Company’s executive corporate officers in 2011 or 2012.Details of share award plans outstanding at 31 December 2012are provided on page 194.No hedging instruments were used by the Company for beneficiaries,including corporate officers, of outstanding stock optionplans.None of the aforementioned stock options had been exercised atthe date this document was filed.Details of stock option plans outstanding at 31 December 2012are provided on page 193.Sequana | 2012 Document de référence (English version) | 67