111
Annual Report -
2013
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Vivendi
Information About The Company
| Corporate Governance | Reports
3
Share Capital
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2.2.6.2. Key Features of the Plans Granted
up to 2012
Rights resulting from the allocation of stock options are fully acquired
after a three-year vesting period, and may be exercised on one or more
occasions. Shares received upon exercise of the options can be freely
transferred, subject to, for beneficiaries who are French tax residents,
the expiration of the beneficial holding period applicable under French
tax law (currently four years). In the event of a tender offer for Vivendi
shares, the options under any of the plans will immediately vest and
become exercisable.
For Corporate Officers and all beneficiaries, the definitive grant of stock
subscription options is subject to the same performance criteria and
quantitative methods of grant as those set for the grant of performance
shares, which are assessed once at the end of a period of two
consecutive years following the grant (see Section 3.4).
2.2.7.
Performance Shares
Grants of performance shares are subject to the achievement of internal
financial targets and the performance of Vivendi shares against two
trading indices (see Section 3.4 of this chapter).
In 2013, 1,409,602 shares were granted to beneficiaries at the end of
the vesting period of the rights granted under the 2011 and 2009/04
US performance share plans. 3,660 shares were granted under the
2012 plan to eligible beneficiaries of deceased beneficiaries, and
198,708 rights were canceled upon termination of employment of
certain beneficiaries.
For more details, please refer to the appendix of this section.
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2.2.7.1. Adjustment of Rights Following the
Payment in 2013 of the Dividend for fiscal
year 2012 by Withholding from Reserves
To account for the impact of the dividend distribution for fiscal
year 2012 by withholding from reserves, and in accordance with
Articles L.225-181, L.228-99, R.225-140 and R.228-91 of the French
Commercial Code, an adjustment was made to the stock option and
performance share plans.
This adjustment, which was intended to allow beneficiaries
to invest the same amount as planned at the time the rights were
granted, resulted in:
an increase in the number of options granted and a decrease in their
strike price; and
an increase in the number of performance share rights.
The adjustment ratio was calculated based on the weighted average
price of Vivendi shares on the Euronext Paris market over the 20 trading
sessions prior to the date of dividend distribution, which occurred on
May 14, 2013, for payment on May 17, 2013. It was set at 0.939950.
2.2.8.
Acquisition Rights or Obligations in Respect of Authorized but Non-Issued Capital
None.
2.2.9.
Conditional or Unconditional Options or Agreements on a Group Member
None.
