2016 Performance Share and Stock Option Plans

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The Board decided to continue the policy initiated in aimed at giving preference to performance shares rather than stock options in the volumes granted. Thus, for employees who up until now had received a mixed grant, the weight of performance shares has increased considerably as compared to that of options and, for many of them, performance shares have completely replaced stock options.

In the case of the executive officers, the Board decided that the grant of performance shares and stock options and its changes over time will from now on be evaluated difference between stock options and performance shares terms of the IFRS value and no longer the volumes grantedfor all recurring stock option difference between stock options and performance shares performance share plans combined, with the percentage of performance shares predominating in the total value granted.

The Board granted options to subscribe for shares in the Company in accordance with the following terms:. Subject to the performance conditions that apply to both the performance share and stock option plans defined belowthe provisions of the Plan Regulations are essentially unchanged as compared to those of the Plan term of the Plan: The number of stock options that may be exercised out of the total number of stock options granted and the number of performance shares definitively awarded within the scope of the Plans will therefore depend:.

In order to take into account the impact of the Airgas acquisition and its financing, the principle was adopted:. The absolute TSR objective remains unchanged as compared to the previous plans, i. The objective with regard to the relative part of TSR is based on the average of the two indexes. Any grant for a performance lower than the average of the two indexes is impossible. The rate of achievement of the performance conditions will be recorded by the Board at the time of its adoption of the financial statements for the financial year.

The precise objective set for EPS will be made public ex postat the close of the Board meeting determining the rate of achievement difference between stock options and performance shares the performance conditions. The limits set by the Board of Directors for are identical to those for and difference between stock options and performance shares as follows:.

They are applicable to the grants as follows:. Changes in the principles The Board decided to continue the policy initiated in aimed at giving preference to performance shares rather than stock options in the volumes granted.

As of November 29, 3. It corresponds to an average annual increase sincethe year before the crisis, of 0. The number of stock options that may be exercised out of the total number of stock options granted and the number of performance shares definitively awarded within the scope of the Plans will therefore depend: In order to take into account the impact of the Airgas acquisition and its financing, the principle was adopted: The precise objective will be communicated ex post.

In sum, the applicable performance conditions are as follows: The limits set by the Board of Directors for are identical to those for and are as follows: For all the executive officers: For each executive officer individually: They are applicable to the grants as follows: This obligation will remain in force until it is exceeded by the effect of the above-mentioned rules resulting from the French Difference between stock options and performance shares Code.

Total Shareholder Return vs. This information will be published in

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For the first time, performance shares will be granted to the executive officers, in substitution and not in addition to stock options. The Board granted options to subscribe for shares in the Company to a certain number of employees, to Executive Committee members and to the executive officers of the Company in accordance with the following terms:.

The provisions of the Regulations for the Plan are unchanged as compared to the Regulations for the Plan year exercise period; 4-year vesting period except for a technical change made to the method of calculation of one of the performance conditions; these conditions now apply to both the stock option plans and the performance share plans see below.

The Board awarded performance shares to a certain number of employees, to Executive Committee members and to the executive officers of the Company in accordance with the following terms:.

In this context, the Board decided, in accordance with the authorisation given by the shareholders on May 6, i to allow performance shares to be granted to the executive officers and members of the Executive Committee who had previously been limited to stock options, with the substitution of performance shares and not in addition to stock options; and ii with a preference to award performance shares for employees who had been previously benefited from a mix of stock options and performance shares, or limited to stock options.

The Board considered that maintenance of both plans allows for flexible management of the remuneration policy. The priority given to performance shares, at a practically equivalent cost for the Company, allows for a plan with less dilution and potential favourable tax treatment in the near future.

Over the long term, the objective is an award of both plans in equal proportions. They correspond to an annual average increase since year preceding the global financial crisis of 0. It was therefore decided: As regards the executive officers: The restrictions on the exercise of stock options during the closed periods surrounding the publication of the financial statements defined by the Company also apply to performance shares which may not be sold by the executive officers during such periods.

The share holding obligation imposed on the executive officers pursuant to the provisions of the French Commercial Code is adjusted as from the date of this plan. It applies both to shares resulting from the exercise of stock options and to performance shares as granted to the executive officers. Furthermore, remains today, the internal rule defined by the Board of Directors since , whereby the executive officers must hold a number of shares equivalent to twice the gross fixed annual remuneration for the Chairman and Chief Executive Officer and the amount of the gross fixed annual remuneration for the Senior Executive Vice-President, continues in force.

This obligation will continue to exist until it is exceeded by the effect of the above-mentioned rules from the French Commercial Code. The Board of Directors noted that this holding obligation was complied with by each of the executive officers at July 1, France and World Plans: Following the decision to allow the award of performance shares to the executive officers: The wording was adapted in order to reflect the inclusion of the executive officers among the beneficiaries of the Plan; The presence condition required to benefit from performance shares at the end of the vesting period is aligned, for the executive officers, with the condition that is applicable to them in the stock option plans, the loss of the rights being limited to cases of resignation or removal from office in the event of gross misconduct.

Performance conditions The performance shares award has been subject to reinforcement of the performance criteria with the addition of a second criterion to include two external reference indexes, and thus the performance conditions are identical to those defined for the stock option plan; these performance conditions are applicable to all stock options and performance shares granted to all beneficiaries.

Instead, the average of the annual growth rate is now used. Subject to this reservation, the performance conditions are identical to those for the stock option plan.

Once the objective has been set, the grant decreases on a straight-line basis to zero if there is no growth in EPS. From the objective set, the grant decreases on a straight-line basis, to a lower limit which remains significantly higher than the rate of return on capital. The median objective is based on a performance equal to the average of the two indexes cited above. In summary, the applicable performance conditions are as follows: The targets set for each performance condition will be made public ex post , at the end of the Board meeting determining the rate of achievement of the performance conditions.

The Board of Directors had given its agreement in principle to the performance conditions adopted for the Plans at its meeting on May 6, Average of annual growth rates in net earnings per share excluding foreign exchange impact and exceptional items for financial years , and