APC 2002 Annual Report Download - page 20

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19
b. The “Schneider Electric” corporate mutual fund
Schneider Electric has long been committed to developing
employee stock ownership. Employees who are members of
the Employee Stock Purchase Plan have an opportunity to
purchase new or existing Schneider Electric SA shares through
corporate mutual funds. The latest employee share issue took
place in 1999 and was open to employees in 46 countries.
As of December 31, 2002, employees held a total of
7,500,924 Schneider Electric SA shares through the corporate
mutual funds, representing 3.11% of the capital and 5.85% of
the voting rights, taking into account double voting rights.
The Company intends to carry out a share issue for employees
who belong to the corporate savings plan in 2003. The issue
would correspond to 2% of the Company’s capital stock.
c. Stock option plans
Grant policy
Stock option plans are approved by the Board of Directors
following a review of the plans by the Remunerations and
Appointments Committee. No options were granted in 2002.
At its meeting of February 5, 2003, the Board of Directors
set up two option plans. The first, number 21, was decided
as part of the annual policy to grant stock options. It has
433 grantees. The second, number 22, is designed to reward
the 2002 winners of the NEW2004 Trophies. This awards
program is part of the NEW2004 company program.
The plan has 111 grantees, members of the six winning
teams. Each member was granted 1,000 options.
Description
The exercise price is equal to the average share price of the
twenty trading days prior to the date of grant by the Board of
Directors. No discount is applied. The options have an eight
year life. Options granted under plans 12 through 19 may be
exercised as from the fourth year, as long as the grantee holds
the shares subscribed or acquired in registered form until the
end of a five-year period following the date of grant. In certain
cases, however, the options may be exercised without
condition as from the third year. Options granted under plans
20 and 21 may be exercised without condition as from
the fourth year or, in certain cases, as from the third year.
Exceptionally, options granted under plan 22 may
be exercised as from the first year.
Options may only be exercised by Group employees.
In addition, the exercise of options granted under plans
10, 11, 13 through 18 and plans 20 and 21 is fully or partially
dependent on specific targets being met concerning income,
value creation, sales or operating margin, as described in the
following table.
Because these targets were only partially achieved,
1,320,219 options granted under plans 15, 16 and 17
were cancelled in 2001 and 710,600 options granted under
plan 18 were cancelled in 2002.
Options granted to and exercised by corporate officers
and the top grantees during the year
No options were granted in 2002.
Henri Lachmann, who was granted options under plans
15 through 20, did not exercise any options during the year.