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Conditional Grant of Shares to Employees (ACAS) and Stock Option Plans

For 2010

At its meeting on June 28, 2010, the Board of Directors of Air Liquide adopted all the stock option plans and plans for the Conditional Grant of Shares to Employees (ACAS plans) for 2010, aimed, in addition to incentive and profit sharing schemes the amounts of which have been increased this year, to associate employees more closely with the company’s performance.

Within this framework, stock options were also allocated to the corporate officers who are members of the executive management for 2010.

88 000 stock options were allocated to Benoît Potier and 50 000 to Pierre Dufour. The exercise price is € 83

The stock options allocated to the members of the executive management may only be exercised by them if the Company meets certain performance conditions. Thus, the number of stock options that may be exercised by each member of the executive management out of the total number of stock options allocated to him under the 2010 plan will depend:

  • partly on the rate of achievement of an objective, set by the Board, of growth in Group undiluted net earnings per share excluding foreign exchange impact and exceptional items (Recurring EPS) for financial year 2012 as compared to Recurring EPS for the 2009 financial year; and
  • partly on an objective of compound annual growth rate, set by the Board, defined as the average annual growth rate of an investment in Air Liquide shares with respect to financial years 2010, 2011 and 2012.

The same performance conditions apply to Group Executive Committee members and to any beneficiary of more than 1,500 options, for 50% of the number of options allocated to them above such limit.

The number of shares that finally vests for the employee beneficiaries of the Plan to Conditionally Award Shares to Employees – ACAS plan – (which exclude all the members of the executive management and the Executive Committee) will depend on the percentage of achievement of an objective of growth, set by the Board, in Recurring EPS for financial year 2011 as compared to Recurring EPS for the 2009 financial year.

It should be noted that the total number of options granted each year to the corporate officers who are members of the executive management may not grant entitlement to a total number of shares exceeding:

  • for all the corporate officers combined, 0.1% of the share capital within the scope of the total overall amount of the allocation authorised for 3 years by the Shareholders’ Meeting (currently a total amount of 2% of the capital);
  • for each corporate officer taken individually, a multiple determined on the basis of the fixed part of his remuneration, corresponding to approximately the amount of the corporate officer’s maximum gross annual remuneration, the stock options being valued in accordance with IFRS.

Finally, this allocation of stock options to the members of the executive management is also subject to obligations to retain a defined minimum quantity of shares resulting from each exercise of stock options, in accordance with the rule in force since 2007, as described in the Company’s Reference Document, and restrictions on the exercise of stock options during the periods of publication of the financial statements, in compliance with the recommendations made in the AFEP-MEDEF Code of Corporate Governance.

The Company’s corporate governance practices and all the components of the remuneration of the members of the executive management are set out in detail in the Air Liquide Group’s 2009 Reference Document.