ADP 2015 Annual Report Download - page 91

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the manager ( gérant) of a corporation as set forth in Article L. 186-5 of the French Commercial Code, in each case, of the French
Subsidiaries;
“ Date of Exercise ” shall mean the date of exercise of French Options by a French Participant;
“ French Effective Date ” shall have the meaning ascribed to it in Section 14 below;
“ French Eligible Employee ” shall have the meaning ascribed to it in Section 3 below;
“ French Exercise Price ” means:
(a) If the Common Stock is listed on NYSE or NASDAQ or on any other similar regulated stock exchange as defined by
French administrative guidelines BOI-RSA-ES-20-10-10-20140812 n°160 to 200: the higher of (i) the Exercise Price,
(ii) 80% of the average of the closing trading prices of a Share during the twenty (20) trading days preceding the Date
of Grant and (iii) 80% of the average purchase price of the treasury Shares held by the Company on the Date of
Grant;
(b) If the Common Stock is not listed on NYSE or NASDAQ or on any other similar regulated stock exchange as defined
by French administrative guidelines BOI-RSA-ES-20-10-10-20140812 n°160 to 200: the exercise price shall be
determined by the Committee in accordance with the objective methods applicable to the valuation of shares taking
into account the Company's net asset position, profitability and business plan, applying a specific weighting in each
case. Those criteria shall be assessed, if applicable, on a consolidated basis. Failing this, the exercise price shall be
determined by dividing the net asset value by the number of Shares.
“ French Law ” shall have the meaning ascribed to it in Section 1 above;
“ French Options ” shall have the meaning ascribed to it in Section 4 below;
“ French Participant ” means a French Eligible Employee who has been granted French Options in accordance with
the French Sub Plan;
“ French Sub Plan ” shall have the meaning ascribed to it in Section 1 above;
“ French Subsidiaries ” means Subsidiaries of the Company that are organized under the laws of France and the share
capital of which is at least 10% held by the Company (directly or indirectly) at the Date of Grant;
“ Share ” shall mean a share of Common Stock.
3. French Eligible Employees
The beneficiaries of French Options (as defined below) (the “ French Eligible Employees ”) shall only be French
Subsidiaries’ employees or Corporate Officers who do not hold individually more than 10% of the share capital of the Company at
the Date of Grant.
4. French Options
2