TABLE 6: PERFORMANCE-BASED SHARES ATTRIBUTED TO EACH COMPANY DIRECTOR OR OFFICER
Performance- based shares awarded by the general meeting of shareholders in each fi scal year to each offi cer or director by ALTEN or by any Group company
statements Acquisition date Date available
Performance terms
Simon Azoulay N/A N/A N/A N/A N/A N/A N/A
Gerald Attia N/A N/A N/A N/A N/A N/A N/A
TABLE 7: PERFORMANCE-BASED SHARES MADE AVAILABLE DURING THE YEAR TO EACH COMPANY DIRECTOR OR OFFICER
Performance-based shares that became available for the company offi cers and directors
Plan number and date
Number of shares that became available during
the fi scal year Acquisition terms Year awarded
Simon Azoulay N/A N/A N/A N/A N/A
Gerald Attia N/A N/A N/A N/A N/A
15.1.6 SUMMARY OF CONTRACTS AND BENEFITS
TABLE 10: SUMMARY OF OFFICER AND DIRECTORS’ EMPLOYMENT CONTRACTS, COMPENSATION AND/OR BENEFITS OWED OR LIKELY TO BE OWED DUE TO TERMINATION OR CHANGE IN THEIR DUTIES OR OTHERWISE
Offi cers and directors Employment contract
Supplemental pension plan
Compensation or benefi ts owed or likely to be owed due to termination or change in duties
Compensation related to a non-competition provision
Simon Azoulay N/A N/A N/A N/A
Gerald Attia N/A N/A N/A N/A
During the 2010 fi scal year, there were no commitments relating to remuneration, compensation or benefi ts owed or likely to be owed due to the appointment, cessation or change in an offi cer’s or director’s duties, or subsequent to such events.
REMUNERATION AND BENEFITS 15
REMUNERATION PAID AND BENEFITS IN KIND
15.1.7 REMUNERATION AND BENEFITS PAID DURING THE FISCAL YEAR IN THE FORM OF AN ALLOTMENT OF SHARE CAPITAL, DEBT SECURITIES OR SECURITIES CONFERRING ACCESS TO THE SHARE CAPITAL OR A RIGHT TO ALLOTMENT OF DEBT SECURITIES OF THE COMPANY OR CONTROLLED OR CONTROLLING COMPANIES
15.1.7.1 Stock options
At its meeting on 19 October 2010, pursuant to the delegation of authority granted by the Combined General Meeting on 23 June 2009, the Board of Directors decided to award 120,000 stock options to Six employees (equal to 0.37% of the capital on the date of issuance).
This award of stock options was subject to the following terms:
subscription price of 22.365 euros per share (corresponding to 95% of the average price quoted for ALTEN shares during the past twenty (20) stock market sessions);
the option exercise period runs from 10 October 2014 to 10 October 2018.
No offi cers or directors appear on the list of benefi ciaries.
However, note that 16,000 stock options were awarded to Mr Gerald Attia during the 2006 fi scal year (plan dated 23 October 2006).
TABLE 9: OPTIONS TO SUBSCRIBE TO OR PURCHASE SHARES GRANTED TO THE TEN EMPLOYEES
(OTHER THAN DIRECTORS AND OFFICERS) WITH THE HIGHEST NUMBER OF OPTIONS, AND OPTIONS EXERCISED BY THESE BENEFICIARIES
Options to subscribe or to purchase shares granted to the ten employees (other than directors and offi cers) with the highest number of options, and options exercised by these benefi ciaries Options granted during the year by ALTEN and any company within its Group
granting options, to the ten employees of ALTEN and all companies included in the group which grant options, with the highest number of options granted.
(Comprehensive information)
60,000 22,365 19/10/2010
Options for ALTEN and other aforementioned companies previously exercised during the fi scal year by the ten employees of ALTEN and such other companies, with the highest number of options thus purchased or subscribed for.
(Comprehensive information)
REMUNERATION AND BENEFITS
15
REMUNERATION PAID AND BENEFITS IN KINDTABLE 8: RECORD OF PAST STOCK OPTION ALLOTMENTS
Date awarded
16/12/1999 07/01/1999 190 16/12/2003 17/12/2005 292,900 27,400 0 17,150 275,750 0
27/09/2000 07/01/1999 50 27/09/2004 28/09/2008 174,250 27,200 85,000 1,750 87,500 0
TOTAL 5,416,520 269,500 1,398,662 2,067,305 1,681,053
15.1.7.2 Stock warrants
No stock warrants were allotted during the fi scal year 2010.
Pursuant to the delegation of authority granted to the Combined General Meeting on 23 June 2009, the Board of Directors, in its meeting on 7 September 2009, decided to award 487,000 stock warrants (representing 0.33% of the capital as of the issue date) to seven (7) benefi ciaries, i.e. seven managers, whether or not offi cers or directors, and management employees of the Company and of companies related to it within the meaning of Article L. 225-180 of the French Commercial Code. More specifi cally, the benefi ciaries are Group managers, including Mr Simon Azoulay, Chief Executive Offi cer (150,000 stock warrants) and Mr Gerald Attia, Deputy Managing Director (75,000 stock warrants).
These stock warrants, which are not admitted to a regulated market, give their holders the right to subscribe for new common stock at the rate of one (1) new ALTEN share for one (1) stock warrant (maximum number of shares to be issued: 487,000 shares). These new shares shall be comparable to existing shares upon their admission to listing on the Euronext Paris - Compartment B market.
The subscription price was set at one euro nineteen (€1.19) based on a report issued by an independent expert. The exercise price was set at fi fteen euros eighty-fi ve (€15.85), an amount determined according to the rule established by the Combined General Meeting of 23 June 2009, i.e.:
“The subscription price of new shares purchased by exercising the stock warrants after accounting for the price of issuing such warrants, if applicable, shall be equal to or greater than a maximum of 20% of the average price of ALTEN shares for the twenty (20) stock market sessions immediately preceding the decision to issue the stock warrants.”
The exercise period is established from 7 September 2013 to 7 September 2017. The maximum term of the stock warrants is eight (8) years, beyond which date the warrants shall expire. These share warrants are not transferable.
REMUNERATION AND BENEFITS 15
TRANSACTIONS BY MANAGERS INVOLVING THE COMPANY’S SHARES
HISTORY OF PAST AWARDS OF STOCK WARRANTS:
Date of the General Meeting 23.06.2009
Date of the Board of Directors meeting 07.09.2009
Total number of shares that can be subscribed to upon exercise of the warrants 487,000
Number of shares that can be subscribed to by:
The offi cers and directors
Offi cer/director 1 150,000
Offi cer/director 2 75,000
Initial exercise date of the warrants 07.09.2013
Expiry date 07.09.2017
Exercise price of the warrants €15.85
Exercise procedures (when the plan has several tranches) N/A
Number of shares subscribed to at 31/03/2010 (most recent date) 0
Cumulative number of stock warrants cancelled or voided 0
Remaining stock warrants at the end of the fi scal year 0
Stock warrants awarded during the fi scal year to each offi cer or director: None.
15.2 PROVISIONS FOR PENSIONS AND RETIREMENT
None.
15.3 TRANSACTIONS BY MANAGERS INVOLVING THE COMPANY’S SHARES
SUMMARY STATEMENT OF TRANSACTIONS REFERRED TO UNDER ARTICLE 621-18-2 OF THE FRENCH MONETARY AND FINANCIAL CODE CONDUCTED DURING THE PAST FISCAL YEAR (TRANSACTIONS INVOLVING THE SHARES OF COMPANY MANAGERS)
Name of manager and/or the person cited in Article L. 621-18-2 of MFC Mr Bruno Benoliel Chief Operating
Offi cer in charge of Finance
210D1711 31/03/2010 ALTEN shares Exercise of share subscription options
70,000 7.30
Mr Simon Azoulay Chief Executive Offi cer
210D2969 18/06/2010 ALTEN shares Tender of ALTEN shares by benefi ciary
1,875,000 0.80
REMUNERATION AND BENEFITS
15
16.1 OPERATION 134 16.1.1 Mode of operation of
General Management 134
16.1.2 Appointment of new directors, renewal of appointments
and approval of directors co-opted to the board 134
16.2 EXPIRY DATE OF TERMS
IN OFFICE 135
16.3 SERVICE CONTRACTS LINKING MEMBERS
OF ADMINISTRATIVE BODIES WITH MANANGEMENT 135
16.4 INFORMATION ON COMMITTEES 135 16.4.1 Executive Committee 135 16.4.2 Administrative Committee 135
16.5 CONFORMITY WITH CURRENT GOVERNANCE SYSTEM 135
16.6 REPORT OF THE CHAIRMAN OF THE BOARD RELATED TO CORPORATE GOVERNANCE , AS WELL AS INTERNAL CONTROL AND RISK
MANAGEMENT PROCEDURES IMPLEMENTED BY ALTEN 136
16.7 REPORT OF THE STATUTORY AUDITORS ON THE REPORT OF THE
CHAIRMAN OF THE BOARD 147