Page 150 - 2012 Annual Report

150 VIVENDI l 2012 l Annual Report
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INFORMATION ABOUT THE COMPANY – CORPORATE GOVERNANCE
SECTION 3 - CORPORATE GOVERNANCE
GRANTS OF STOCK OPTIONS AND PERFORMANCE SHARES
3.3.3. Options Exercised in 2012 by Corporate Officers (AMF Recommendations, table 5)
3.3.4. Major Option Awards and Options Exercised in 2012, Excluding Corporate Officers
(AMF Recommendations, table 9)
The top ten awards to beneficiaries who are not Corporate Officers,
involved 601,635 stock subscription options representing 22.71% of
the total options granted in 2012 and 0.045% of the share capital
as of December 31, 2012. These stock options are exercisable
at the adjusted price of €13.19 for the April plan and at €15.57
for the September 2012 plan.
The top ten option exercises, excluding Corporate Officers, involved a
total of 116,432 stock subscription options at an average weighted price
of €12.96.
3.3.5. Conditions Under Which Corporate Officers Hold Shares Pursuant to the Exercise
of Stock Options and Grants of Performance Shares
At its meeting held on March 6, 2007, pursuant to Articles L.225-185
and L.225-197-1 of the French Commercial Code, the Supervisory Board
determined rules for the members of the Management Board in relation
to the retention of shares received from the exercise of stock options and
performance shares awarded since 2007.
Members of the Management Board must hold in a registered account a
number of shares received pursuant to the exercise of stock options and
performance shares granted since the implementation of the 2007 plan
equal to at least 20% of the net acquisition value recognized each year,
if any, from the date of exercise of the options or sale of the performance
shares, until the end of their term of office.
3.3.6. Conditions Specific to Vivendi
From January 1, 2007, the Chairman of the Management Board, the
members of the Management Board, and the General Management
and senior executives of the business units (30 beneficiaries) must,
within a period of five years, each set up a portfolio of Vivendi shares
relating respectively to three years, two years and one year of gross
compensation (fixed compensation and target bonus) and they must each
hold them continuously until the end of their respective terms of office. In
February 2013, the Supervisory Board reported on the application of this
program and acknowledged its proper implementation.
In 2012, Mr. Jean-Bernard Lévy, Chairman of the Management Board
until June 28, 2012, exercised 226,556 stock subscription options at the
adjusted price of €14.96 per option (2003/05 plan).