APC 2003 Annual Report Download - page 24

General Presentation of Schneider Electric SA
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4. Employee profit-sharing
and stock purchase plans
Profit-sharing plans
Profit-sharing and other profit-based incentive plans
have been in effect at Schneider Electric Industries
SAS since 1994.
The amounts allocated over the past five years were
as follows:
■€ 24.8 million in 1999 (profit-based incentive plan)
■€ 39.9 million in 2000 (profit-based incentive plan)
■€ 16.1 million in 2001 (profit-based incentive plan
and profit sharing)
■€ 2.2 million in 2002 (profit-based incentive plan
and profit sharing)
■€ 1.30 million in 2003 (profit-based incentive plan).
The "Schneider Electric" corporate
mutual fund
Schneider Electric has long been committed to devel-
oping 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 2003
and was open to employees in 60 countries. It includ-
ed a loan facility to multiply the initial investment by
five, except in countries where this was not possible.
As of December 31, 2003, employees held a total of
8,385,425 Schneider Electric SA shares through the
corporate mutual funds, representing 3.62% of the
capital and 6% of the voting rights, taking into
account double voting rights.
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, num-
ber 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 exer-
cised 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 2002 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
150,000 options with an exercise price of € 45.65
and expiring in 2001 were granted to Henri Lachmann
under plan 21. The exercise of these options is
dependent on certain conditions being met.
Mr. Lachmann, who was granted options under plans
15 through 21, did not exercise any options during
the year.