2014 Registration Document and Annual Financial Report - page 141

3
Corporate GOVERNANCE
Interests and compensation
Table 10: Lock-up conditions for shares purchased on exercise of stock options by executive officers
and other members of the Executive Committee
Plan Grant date
Lock-up conditions applicable to executive officers
Lock-up conditions applicable to other
Executive Committee members
Plan 14
Plan 15
Plan 17
Plan 18
03/22/2007
05/14/2007
03/28/2008
09/30/2008
Shares corresponding to the equivalent of 40% of the net
capital gain on the exercised options may not be sold
until the grantee leaves the Accor Group.
Shares corresponding to the equivalent
of 25% of the net capital gain on the
exercised options may not be sold until
the grantee leaves the Accor Group.
Plan 19
Plan 20
Plan 21
Plan 22
03/31/2009
04/02/2010
04/02/2010
11/22/2010
Shares corresponding to the equivalent of 40% of
the net capital gain on the exercised options may not be
sold until the grantee ceases to hold a directorship or an
executive officer’s position.
Shares corresponding to the equivalent
of 25% of the net capital gain on the
exercised options may not be sold until
the grantee ceases to be a member of
the Executive Committee.
Plan 23
Plan 24
Plan 25
Plan 26
04/04/2011
04/04/2011
03/27/2012
03/27/2012
Shares corresponding to the equivalent of 40% of
the net capital gain on the exercised options may not be
sold until the grantee ceases to hold a directorship or an
executive officer’s position.
However, if the value of the shares exceeds two years of
the grantee’s fixed compensation, the minimum number
of shares locked up following the exercise of stock
options is reduced to the equivalent of 10% of the net
capital gain on the exercised options.
Shares corresponding to the equivalent
of 40% of the net capital gain on the
exercised options may not be sold until
the grantee ceases to be a member of
the Executive Committee.
However, if the value of the shares
exceeds two years of the grantee’s
fixed compensation, none of the shares
purchased on exercise of the stock options
will be locked up.
Plan 27 09/26/2013
Shares corresponding to the equivalent of 40% of the net
capital gain on the exercised options may not be sold
until the grantee ceases to hold an executive officer’s
position within the Accor Group.
However, if the value of the shares exceeds two years
of the grantee’s fixed compensation, the minimum
number of shares locked up following the exercise of
stock options is reduced to the equivalent of 10% of
the net capital gain on the exercised options.
N/A
Hedging instruments
Accor’s executive officers have undertaken not to use any hedging
instruments in relation to their stock options, and members of the
Executive Committee who receive stock options are banned by the
Company from using any such instruments.
Performance share plans
Performance share plans set up in 2014
Under the terms of the authorization given in the twenty-second
resolution of the April 25, 2013 Annual Shareholders’ Meeting,
the number of performance shares granted may not correspond
to more than 2.5% of the Company’s capital, with this percentage
representing a blanket ceiling that also covers stock options.
In accordance with Article L. 225-197-6 of the French Commercial
Code, Accor has a discretionary profit-sharing plan that covers at least
90% of all employees in the Company and its subsidiaries in France.
Accor set up the following two performance share plans on
June 18, 2014:
ƒƒ
the first, intended for senior and middle managers, concerned
890 beneficiaries in some 40 countries worldwide.The applicable
performance conditions are based on the following:
yy
actual
versus
budgeted EBIT margin (50% weighting),
yy
actual
versus
budgeted operating cash flow (excluding acquisitions
and disposals) (50% weighting).
The plan’s performance shares have a two-year vesting period
followed by a two-year lock-up period, or a four-year vesting period
without any lock-up, depending on the country;
ƒƒ
the second plan, restricted to executive officers, other members
of the Executive Committee, and certain senior managers,
concerned 20 beneficiaries in four countries. Sébastien Bazin
and Sven Boinet were the two executive officer grantees and
the number of performance shares granted to them is set out
in Table 11 on page 140. The applicable performance conditions
are based on the following:
yy
actual
versus
budgeted EBIT margin (30% weighting),
yy
actual
versus
budgeted operating cash flow (excluding acquisitions
and disposals) (30% weighting),
yy
degree of completion of budgeted asset disposals (15%
weighting),
yy
Accor’s TSR relative to that of eight other international hotel
groups (25% weighting).
The plan’s performance shares have a two-year vesting period
followed by a two-year lock-up period, or a four-year vesting period
without any lock-up, depending on the country.
Registration Document 2014
139
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