2014 Registration Document and Annual Financial Report - page 147

3
Corporate GOVERNANCE
Interests and compensation
Grant date
Lock-up conditions
applicable to executive officers
Lock-up conditions applicable to
other Executive Committee members
04/15/2013
25% of the vested shares on fulfillment of the performance
conditions 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 only lock-up condition
is that the executive officer must purchase Accor shares
corresponding to 3% of the number of vested shares.
25% of the vested shares on fulfillment of the
performance conditions 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 vested shares will be subject to lock-up
conditions.
06/18/2014
The following conditions apply until the grantee ceases
to hold an executive officer’s position within the Accor Group:
ƒƒ
At the end of the lock-up period, the grantee must
keep 25% of the vested shares on fulfillment of the
performance conditions until the value of all the available
shares held in registered form by the grantee represents
the equivalent of a threshold corresponding to two years
of his fixed compensation.
For the purposes of the above paragraph:
yy
the value of the shares held in registered form is
determined based on the average of the Accor opening
share price quoted over the 20 trading days preceding
the measurement date;
yy
”fixed compensation“ means the amount of the
grantee’s annual gross fixed compensation at the
measurement date.
ƒƒ
Once the above threshold is reached:
yy
(i) the 25% lock-up condition no longer applies;
and
yy
(ii) the grantee is required to acquire, or keep,
3% of his vested shares.
The following conditions apply until the grantee
ceases to be a member of the Accor Group
Executive Committee:
ƒƒ
At the end of the lock-up period, grantees who
were Executive Committee members at the grant
date are required to keep 25% of the shares that
vest on fulfillment of the performance conditions
until the value of all the available shares held
in registered form by the grantee represents
the equivalent of a threshold corresponding to
two years of the grantee’s fixed compensation.
For the purposes of the above paragraph:
yy
the value of the shares held in registered form
is determined based on the average of the
Accor opening share price quoted over the
20 trading days preceding the measurement
date;
yy
”fixed compensation“ means the amount of
the grantee’s annual gross fixed compensation
at the measurement date.
ƒƒ
Once the above threshold is reached
the 25% lock-up condition no longer applies.
Hedging instruments
Accor’s executive officers have undertaken not to use any hedging
instruments in relation to their performance shares and members
of the Executive Committee who receive performance shares have
been banned by the Company from using any such instruments.
Share equivalents
Stock options granted to employees
and/or executive officers
At December 31, 2014, a total of 4,521,862 stock options were
outstanding.
Exercise of all of these options would lead to the issuance of
4,521,862 shares, representing 1.950% of the Company’s capital
at December 31, 2014.
Non-discretionary and discretionary
profit‑sharing agreements
Non-discretionary profit-sharing
In France, a Group-level non-discretionary profit-sharing agreement
providing for payment in excess of the legally-mandated minimum
(accord dérogatoire)
has been negotiated with employee
representatives.
It is applicable to Accor and its French subsidiaries that are at
least 50%-owned, irrespective of the number of employees in the
company concerned.
The agreement enables employees with more than three months’
seniority to receive profit-shares based on the results of all of the
subsidiaries covered by the program.
Sums are paid into a special profit-sharing reserve, calculated by
applying a standard legal formula to the profits of each company that
falls within the scope of application of the agreement, as follows:
Special profit-sharing reserve = 1/2 x (net profit - 5% of equity) x
(salaries/value added)
Based on this formula, a gross amount of €6.67 million was allocated
to the profit-sharing reserve for 2013 (paid in 2014).
Registration Document 2014
145
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