APC 2004 Annual Report Download - page 21

19
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:
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)
13.0 million in 2003 (profit-based incentive plan)
35.2 million in 2004 (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 2004
and was open to employees in 48 countries. It gave
rise to the issuance of 705,847 new shares at 47.68
per share, representing a discount of 15% on the
average share price.
As of December 31, 2004, employees held a total of
8,501,683 Schneider Electric SA shares through the
corporate mutual funds, representing 3.76% of the
capital and 6.22% 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.
At its meeting of May 6, 2004, the Board of Directors
set up two option plans n°23 and 24. The second,
number 24, was decided as part of the annual policy
to grant stock options. It has 402 grantees. The first,
number 23, is designed to reward the 2003 winners of
the NEW2004 Trophies. This awards program is part
of the NEW2004 company program. The plan has 107
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, 21 and 24 may be
exercised without condition as from the fourth year or,
in certain cases, as from the third year. Exceptionally,
options granted under plans 22 and 23 may be exer-
cised as from the first year.
Options may only be exercised by Group employees.
In addition, the exercise of options granted under
plans 11, 13 through 18 and plans 20, 21 and 24 is
fully or partially dependent on specific targets being
met concerning income, value creation, sales or oper-
ating margin, as described in the following table.
Because these targets were only partially achieved,
2,024,400 options granted under plans 15 through 18
were cancelled.
Options granted to and exercised by corporate
officers and the top grantees during the year
150,000 options with an exercise price of 56.09 and
expiring in 2012 were granted to Henri Lachmann
under plan 24.The exercise of these options is depen-
dent on certain conditions being met.
Mr. Lachmann, who was granted options under plans
15 through 21 and plan 24, did not exercise any
options during the year.
General Presentation of Schneider Electric SA