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DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.3 Compensation and benefits of corporate officers and governance bodies
273
Former stock-option plans (as of December 31, 2015)
Summary of the plans in force
Characteristics of the plans in force and changes in these plans during 2015 (information required by the French Financial Markets
Authority recommendation related to disclosures in registration documents on the compensation of corporate officers – Tables 8
and 9 of the French Financial Markets Authority nomenclature)
This information includes:
•
two-for-one stock splits that occurred successively in June 2004 and June 2007; and
•
the adjustments, following the June 25, 2009 share capital increase, to the number of stock-options granted and to the exercise prices
of the plans in force as of that date. The maximum number of stock-options authorized by the various Shareholders' Meetings was
not changed.
Stock-option plans in force
Total
Shareholders' Meeting
authorizing the options
4/22/2005
4/26/2007 4/23/2009
Stock-options authorized
by the Shareholders' Meeting
6,000,000
(b)
6,000,000
(b)
6,000,000
Of which stock-options not granted 1,497,900
(c)
476,942
(c)
5,979,600
Date of Board of Directors'
meeting authorizing the options
4/26/2007 10/19/2007 12/17/2007 4/29/2008 10/21/2008 4/23/2009
(d)
10/20/2009
Total number of shares that can
be subscribed or purchased
Of which the number that can be
subscribed or purchased by:
Franck RIBOUD
424,000
212,000
164,300
Emmanuel FABER
56,180
106,000
82,150
Stock-options granted
(a)
2,633,517
28,408
327,078 2,762,403
31,941 2,704,611
20,400 8,508,358
Stock-option characteristics
First exercise date
(e)
4/26/2011 10/19/2011 12/18/2009 4/29/2011 10/21/2011 4/23/2013 10/20/2013
Expiry date
4/25/2015 10/18/2015 12/16/2015 4/28/2016 10/20/2016 4/22/2017 10/19/2017
Exercise price
57.54
52.33
56.57
53.90
43.71
34.85
40.90
Changes in 2015 and situation as of December 31, 2015
Active stock-options
as of December 31, 2014
2,217,202
14,840
180,255 1,997,002
16,536 1,245,462
17,400 5,688,697
Void or canceled stock-options
in 2015
(112,466)
(6,784)
(63,198)
(2,191)
−
(14,734)
(1,800)
(201,173)
Stock-options exercised in 2015
(f)
(2,104,736)
(8,056)
(117,057)
(1,289,619)
(9,540)
(610,745)
(2,600)
(4,142,353)
Of which stock-options exercised
by the corporate officers in 2015
(g)
(480,180)
−
−
(212,000)
−
(164,300)
−
(856,480)
Active stock-options as of
December 31, 2015
−
−
−
705,192
6,996
619,983
13,000 1,345,171
Of which stock-options granted
to the corporate officers
(g)
–
−
−
106,000
−
82,150
−
188,150
Of which stock-options granted
to members of the Executive
Committee
–
−
−
13,568
−
34,056
−
47,624
Of which number of Executive
Committee member beneficiaries
−
−
−
2
−
4
−
Void or canceled stock-options as
of December 31, 2015
(490,515)
(19,504)
(171,875)
(522,747)
(6,148)
(501,379)
(4,000)
(1,716,168)
(a) The number of stock-options granted was adjusted to reflect the June 25, 2009 capital increase.
(b) The number of authorized stock-options was not adjusted to reflect the June 25, 2009 capital increase.
(c) The number of stock-options not granted was not adjusted to reflect the June 25, 2009 capital increase.
(d) Date of last grant of options to the corporate officers.
(e) The first exercise date corresponds to the end of the vesting period.
(f) 1,208,666 options were exercised at a weighted average price of €52.98 by the 10 employees (excluding the corporate officers). The number of shares thus
exercised in 2015 is the highest.
(g) See details in section
Compensation and benefits paid to the corporate officers and governance bodies
hereafter. As of December 31, 2015, 100% of these stock-
options were in the money relative to the DANONE share price on that date (€62.28 per share).