

4
Note 15. Stock Option Plans and Performance Share Plans
Financial Report | Statutory Auditors’ Report on the Consolidated Financial Statements | Consolidated
Financial Statements | Statutory Auditors’ Report on the Financial Statements |
Statutory Financial Statements
Note 15.
Stock Option Plans and Performance Share Plans
The main features of the plans granted during the current and prior fiscal
years are as follows (please refer to CRC Regulation no. 2008-15 on stock
purchase and subscription option plans and performance share plans
granted to employees):
15.1. Stock subscription option plans
No stock option plans were awarded during 2013 or 2014.
In 2013, the Supervisory Board, upon the proposal of the Management
Board and the advice of the Human Resources Committee, decided to
stop granting stock option plans.
15.2. Performance share plans
Grant date
Number of performance share rights granted
(1)
Vesting
date
Availability
date
Value of shares for
the calculation of the
social contribution
Number of performance share rights
Total number of
of which granted tomembers
of governing bodies
Number of
performance
share rights
cancelled
in 2014
Number of
shares created
at the end of the
vesting period
Number of
performance share
rights outstanding at
Dec. 31, 2014 after
adjustments
beneficiaries
perfor-
mance
share rights
Number of
beneficiaries
Number of
performance
share rights
02/22/13
775 2,573,444
8
360,000
02/23/15
02/24/17
11.79
165,344
(a)
2,609,788
05/13/13
9
8,190
0
0
05/14/15
05/15/17
13.58
9,202
06/18/13
2
26,390
0
0
06/19/15
06/20/17
11.87
27,830
07/22/13
5
47,816
0
0
07/23/15
07/24/17
12.35
2,704
(b)
47,577
10/21/13
3
56,000
1
20,000
10/22/15
10/23/17
15.64
59,069
12/11/13
1
70,000
1
70,000
12/14/15
12/15/17
14.33
73,827
01/29/14
1 100,000
0
0
01/01/17
01/31/18
15.59
(c)
105,462
01/29/14
1
50,000
0
0
01/02/19
01/03/19
14.91
(d)
52,731
01/29/14
1 100,000
0
0
01/30/16
01/31/18
15.81
(e)
105,462
02/19/14
1
30,000
0
0
02/22/16
02/23/18
16.92
31,644
02/21/14
1 100,000
1
100,000
02/22/16
02/23/18
17.13
105,497
Total
168,048
0
3,228,089
(1)
First trading day of quotation at the end of a two-year acquisition period.
(a)
Includes 473,848 rights to performance shares, after adjustments, granted to US, British and Brazilian resident beneficiaries to be recorded in an
account in 2017.
(b)
Includes 15,938 rights to performance shares, after adjustments, granted to British and Brazilian resident beneficiaries to be recorded in an account
in 2017.
(c)
Includes 105,462 rights to performance shares, after adjustments, granted to a Brazilian resident beneficiary to be recorded in an account in 2018.
(d)
Includes 52,731 rights to performance shares, after adjustments, granted to a Brazilian resident beneficiary to be recorded in an account in 2019.
(e)
Includes 105,462 rights to performance shares, after adjustments, granted to a US resident beneficiary to be recorded in an account in 2018.
The definitive grant of performance shares for plans granted in 2013
will be effective upon the satisfaction of the following performance
conditions: (i) an internal indicator (70%) determined by the applicable
EBITA margin rate, measured as of December 31, 2014 on a cumulative
basis including the 2013 and 2014 fiscal years; and (ii) an external
indicator (30%) determined by the performance of Vivendi shares
between January 1, 2013 and December 31, 2014, as compared to: the
STOXX
®
Europe 600 Telecommunications Index (70%) and the value of a
portfolio of Media stock (30%).
The definitive grant of performance shares for plans granted in 2014
will be effective upon the satisfaction of the following performance
conditions: (i) an internal indicator (70%) determined by the applicable
EBITA margin rate, which will be measured as of December 31, 2015 on
a cumulative basis including the 2014 and 2015 fiscal years; and (ii) an
external indicator (30%) determined by Vivendi’s stock price performance
between January 1, 2014 and December 31, 2105, as compared to two
indices: the STOXX
®
Europe 600 Media and the STOXX
®
Europe 600
Telecommunications.
The definitive grant of performance shares will be effective upon the
satisfaction of the performance conditions, as assessed at the end of
a two-year acquisition period. 100% of the performance shares granted
will vest if the weighted total of the three indicators reaches or exceeds
100%, 50% of the performance shares granted will vest if the weighted
total of the indicators reaches the applicable value thresholds, and no
shares will vest if the weighted total of the three indicators is lower than
the applicable value thresholds. Performance shares must be retained by
their holders for an additional two-year period following the vesting date.
316
Annual Report 2014