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205<br />

New Services: Historical Combined Financial Statements and Notes<br />

December, 31, 2009<br />

The performance shares are subject to vesting conditions based on growth in Accor's return on capital employed (ROCE) and<br />

profit after tax and before non‐recurring items for each of the years 2008 and 2009. Half of the shares vest in each year if both<br />

performance targets are met. If only one of the performance targets is met, a quarter of the shares vest.<br />

For all of the shares to vest, ROCE and profit after tax and before non‐recurring items have to increase by around 10% or more<br />

per year. If ROCE and profit after tax and before non‐recurring items increase by less than 10% (but more than 0%), the number<br />

of vested shares is reduced based on the ratio between the actual increase and 10%.<br />

The shares are subject to a two‐year lock‐up.<br />

The cost of the plan ‐ corresponding to the fair value of the performance shares granted to New Services’ employees ‐ amounts<br />

to €0.5 million and is being recognized on a straight‐line basis over the vesting period under "Employee benefits expense" with a<br />

corresponding adjustment to equity. The fair value of the performance shares was measured as the average of the Accor share<br />

prices for the twenty trading days preceding the grant date multiplied by the number of shares granted under the plan.<br />

At December 31, 2008<br />

In 2008, only one of the two performance criteria was met, leading to a reduction in the fair value of the share grants to €0.12<br />

million, reflecting the expectation that performance criteria would not be met in 2009.<br />

At December 31, 2009<br />

In 2009, the performance criteria were not met.<br />

The fair value of the share grants was unchanged at €0.12 million, of which €0.06 million was recognized in the 2009 financial<br />

statements.<br />

2009 Plan<br />

On May 31, 2009, Accor granted performance shares to senior executives and certain employees including 30,367 performance<br />

shares granted to New Services employees, of which:<br />

- 26,276 performance shares subject to a two‐year vesting period followed by a two‐year lock‐up.<br />

- 4,091 performance shares subject to a four‐year vesting period and no lock‐up period.<br />

The performance shares are subject to three vesting conditions based on growth in Accor's return on capital employed (ROCE)<br />

and profit after tax and before non‐recurring items for each of the years 2009 and 2010. Half of the shares vest in each year if the<br />

performance targets are met. If two of the three targets are met, they will receive roughly one‐third of the shares and if only one<br />

of the three targets is met, they will receive around one‐sixth of the shares.<br />

For all of the shares to vest, all the indicators will have to increase by around 10% or more per year. If the indicators increase by<br />

less than 10% (but more than 0%), the number of vested shares will be reduced based on the ratio between the actual increase<br />

and 10%.<br />

The fair value of these share‐based payments granted to New Services’ employees – representing €0.8 million on March 31, 2009<br />

– is recognized on a straight‐line basis over the vesting period of the performance shares in employee benefits expense, with a<br />

corresponding adjustment to equity. This fair value is based on Accor’s opening share price on the grant date less the present<br />

value of unpaid dividends multiplied by the number of shares granted under the plan.<br />

At December 31, 2009<br />

In 2009, the performance criteria were not met. This led to a reduction in the fair value of the share grants to €0.4 million. Plan<br />

costs recognized in 2009 amounted to €0.1 million

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