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Note 20. Share-based compensation plans
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■
Information on stock options as of December 31, 2014
Range of strike prices
Outstanding stock options
Vested stock options
Number
(in thousands)
Weighted average strike
price
(in euros)
Weighted average
remaining contractual life
(in years)
Number
(in thousands)
Weighted average
strike price
(in euros)
Under €15
2,454
11.9
7.3
145
11.8
€15-€17
10,980
15.9
4.8
10,980
15.9
€17-€19
9,286
18.5
2.0
9,286
18.5
€19-€21
7,012
20.2
3.3
7,012
20.2
€21-€23
6,413
22.9
1.3
6,413
22.9
€23-€25
6,577
24.7
2.3
6,577
24.7
€25 and more
-
-
-
-
-
42,722
19.3
3.2
40,413
19.8
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Performance share plans
In 2014, due to the changes in the scope already completed or in
progress, Vivendi did not grant any annual plan to its employees and only
granted 380,000 performance shares to a member of the Management
Board and certain Executive Officers of its subsidiaries.
On February 22, 2013, 2,573 thousand performance shares were granted.
The share price was €14.91.
After taking into account a discount for non-transferability of 8.3% of
the share price on February 22, 2013 and an expected dividend yield of
6.71%, the fair value of each granted performance share was €11.79,
corresponding to an aggregate fair value of €30 million. This value is
estimated and is set at grant date.
These rights vest at the end of a two-year period; the compensation cost
is therefore recognized on a straight-line basis over the vesting period.
Granted performance shares are then available at the end of a two-year
period. However, as the shares granted are ordinary shares of the same
class as existing shares making up the share capital of Vivendi SA,
employee shareholders are entitled to the dividends and voting rights
attached to these shares from the end of the two-year vesting period.
The recognized compensation cost corresponds to the value of the equity
instruments received by the beneficiary, and is equal to the difference
between the fair value of the shares to be received and the discounted
value of dividends that were not received over the vesting period.
The definitive grant of performance shares is subject to the satisfaction
of performance conditions. Such performance conditions include an
external indicator, therefore following the recommendations of the AFEP/
MEDEF Code. The objectives relating to the performance conditions are
determined by the Supervisory Board upon proposal by the Governance,
Nominating and Human Resources Committee.
The objectives relating to the performance conditions are assessed on a
two-year period (three-year period for plans granted since June 24, 2014).
The definitive grant is effective upon the satisfaction of the following
performance conditions:
p
p
internal indicators (with a weighting of 70%): for corporate head
office, the group’s EBITA margin and for each subsidiary, its EBITA
margin, as a function of the cumulative income from fiscal years 2013
and 2014; and
p
p
external indicators (with a weighting of 30%): performance of
Vivendi’s share price over two consecutive trading years, compared to
a basket of indices, the STOXX
®
Europe 600 Media and the STOXX
®
Europe 600 Telecommunications.
At the meeting held on February 27, 2015, after review by the Governance,
Nominating and Human Resources Committee, the Supervisory Board
approved the level of satisfaction of objectives for the cumulative fiscal
years 2013 and 2014 for the performance share plans granted in 2013.
It confirmed that not all the criteria that had been set were satisfied for
fiscal year 2014. The final grant of the 2013 performance share plans
represents, depending on the subsidiaries of the group, between 62%
and 80% of the original grant. Consequently, a portion of performance
shares granted in 2013 will be cancelled.
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50 bonus share plan
On July 16, 2012, Vivendi granted a 50 bonus share per employee plan for
all the group’s French subsidiaries. 727 thousand shares were issued on
July 17, 2014 at the end of a two-year vesting period. The compensation
cost is therefore recognized on a straight-line basis over the vesting
period. These shares will only be available at the end of another two-
year period. However, as the shares granted are ordinary shares of the
same class as existing shares making up the share capital of Vivendi SA,
employee shareholders have been entitled to the dividend and voting
rights relating to these shares since July 17, 2014.
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