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Employee Stock Ownership Plan<br />

299<br />

New Services: Pro forma Financial Statements and Notes<br />

December, 31, 2009<br />

In April 2007, a leveraged employee rights issue was carried out under the Employee Stock Ownership Plan, whereby for each<br />

share purchased between June 11 and 18, 2007 the bank that partnered Accor in the issue financed an additional nine shares on<br />

behalf of the employee. At the end of the 5‐year lock‐up period, employees will receive a cash payment equal to the average<br />

increase in value of the Accor shares purchased with their own funds and with the financing provided by the bank.<br />

In addition, the employees' initial investment in the shares is guaranteed by the bank.<br />

Details of the plan are as follows:<br />

- Reference share price: €68.61<br />

- Employee discount: 18.9%<br />

- Discounted subscription price: €55.64 (except in Germany where employees were not entitled to the discount but were<br />

awarded stock warrants).<br />

At the close of the subscription period, the Group issued 77,450 new shares purchased by employees under the plan, including<br />

77,107 shares acquired through corporate mutual funds and 343 purchased directly.<br />

The fair value of the New Services’ employee benefit, totaling €1 million, was recognized in full in "Employee benefits expense"<br />

by adjusting equity, in first‐half 2007. The cost represented by the lock‐up clause, determined only for shares purchased by<br />

employees (not for any shares financed by a bank loan) was calculated by discounting the discount over five years at a rate of<br />

5.5% and amounted to €0.02 million. The cost of the lock‐up was measured as 5.5% of the discounted subscription price.<br />

Note 15.3. Performance share plans granted to New Services employees<br />

2007 Plan<br />

On May 14, 2007, Accor granted performance shares to senior executives and certain employees, including 7,260 performance<br />

shares granted to New Services employees.<br />

The performance shares were 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 2007 and 2008. Half of the shares would vest in each year if<br />

both performance targets were met. If only one of the performance targets was met, a quarter of the shares would vest.<br />

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

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

number of vested shares would be 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 ‐ amounted<br />

to €0.5 million and was 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, 2007<br />

The performance criteria were met in 2007.<br />

At December 31, 2008<br />

The performance criteria were only partly met in 2008. As a result, the fair value of the performance shares was recalculated and<br />

amounted to €0.4 million at December 31, 2008.<br />

At December 31, 2009<br />

The vesting period expired on May 14, 2009. Based on actual Group performance in relation to the performance criteria and on<br />

the grantees who were still on the Group's payroll as of May 14, 2009, a total of 6,092 shares vested.<br />

The ultimate total fair value of the performance shares granted under the plan was €0.4 million.

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