ALU

As filed with the Securities and Exchange Commission on December 18, 2014

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ALCATEL LUCENT

(Exact name of registrant as specified in its charter)

 

 

 

Republic of France		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

148/152 route de la Reine

92100 Boulogne-Billancourt — France

(Address of principal executive offices, including zip code)

 

 

SEPTEMBER 15, 2014 PERFORMANCE SHARE PLAN FOR EMPLOYEES

SEPTEMBER 15, 2014 PERFORMANCE SHARE PLAN FOR MEMBERS

OF THE LEADERSHIP TEAM

(Full title of the Plan)

 

 

Alcatel-Lucent USA Inc.

Attn: Barbara Larsen

600 Mountain Avenue

Murray Hill, NJ 07974

(Name and address of agent for service)

(908) 582-8500

(Telephone number, including area code, of agent for service)

 

 

Copies to:

Lauren K. Boglivi, Esq.

Proskauer Rose LLP

Eleven Times Square

New York, New York 10036-8299

(212) 969-3000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered(1)		Amount to be registered		Proposed maximum offering price per share		Proposed maximum aggregate offering price		Amount of registration fee
Ordinary Shares, nominal value €0.05 of Alcatel Lucent		4,766,242		$3.33 (2)(4)		$15,871,585.86 (2)		$1844.28 (2)
Ordinary Shares, nominal value €0.05 of Alcatel Lucent		345,000		$3.33(3)(4)		$1,148,850.00 (3)		$133.50 (3)
Total								$1977.78

(1)	The shares being registered hereby may be represented by the Registrant’s American Depositary Shares.

(2)

Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the offering price (per share and in the aggregate) and the registration fee are calculated in accordance with Rule 457(c) for the performance shares granted to participants under the September 15, 2014 Performance Share Plan for Employees (the “September 15, 2014 Employee Performance Share Plan”) are based on the average of the high and low quotation for the ordinary shares on the Euronext Paris on December 15, 2014.

(3)

Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the offering price (per share and in the aggregate) and the registration fee are calculated in accordance with Rule 457(c) for the performance shares granted to participants under the September 15, 2014 Performance Share Plan for Members of the Leadership Team (the “September 15, 2014 Leadership Performance Share Plan”) are based on the average of the high and low quotation for the ordinary shares on the Euronext Paris on December 15, 2014.

(4)	Translated into dollars from euros based on the ECB reference rate of €1.00 = $1.24 on December 15, 2014.

 

 

 

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part I to be contained in the Section 10(a) Prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the “Note” to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed with the Securities and Exchange Commission (the “Commission”) by Alcatel Lucent, a société anonyme organized under the laws of the Republic of France (the “Registrant”), under Commission File No. 1-11130, are incorporated herein by reference and made a part hereof:

 

(a)	Annual Report on Form 20-F for the fiscal year ended December 31, 2013, filed on April 1, 2014;

 

(b)	All other reports filed, rather than furnished, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above;

 

(c)	(i) The description of the Registrant’s shares and the American Depositary Shares contained in the Registration Statement on Form 8-A filed by the Registrant with the Commission under the Exchange Act;

(ii) The Form 8-A incorporates by reference the description of the shares and the American Depositary Shares under the headings “Description of Share Capital” and “Description of American Depositary Receipts” in the Registration Statement on Form F-1 (Registration No. 33-47126), as originally filed by the Registrant with the Commission under the Securities Act on April 10, 1992 (the “Securities Act”). Such description is amended and updated by the information set forth under the headings “Holding of shares and obligations of the shareholders,” “Rights and obligations relating to the shares” and “Description of the ADSs,” included in the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2013, filed on April 1, 2014; and

(iii) The description of the Registrant’s shares contained in the Registration Statement on Form F-6 (File No. 333-185880) filed by the Registrant with the Commission under the Exchange Act on January 4, 2013.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration

 

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Statement. Any statement contained herein or in any document incorporated or deemed incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

Item 4. Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

The Registrant has provided for the indemnification of its directors and officers with respect to general civil liability which they may incur in connection with their activities on behalf of the Registrant.

The Registrant maintains insurance, at its own expense, to protect itself and any director, officer, employee or agent of the Registrant or of any other entity affiliated with the Registrant against any civil liability, loss or expense, other than liability arising out of willful misconduct.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Unless otherwise indicated below as being incorporated by reference to another filing of the Registrant with the Commission, each of the following exhibits is filed herewith:

 

Exhibit No.		Description of Document
4.1		Statuts (Articles of Association and By-Laws) of the Registrant (English translation), dated May 28, 2014
4.2		Form of Amended and Restated Deposit Agreement, among the Registrant, JPMorgan Chase Bank, N.A., as Depositary, and all holders from time to time of the American Depositary Shares issued thereunder, including the form of ADR (incorporated by reference to Exhibit A to the Registrant’s Registration Statement on Form F-6, filed with the Commission on January 4, 2013) (File No. 333-185880)
5.1		Opinion of Nathalie Trolez Mazurier, Deputy Secretary, regarding validity of the Shares
23.1		Consent of Nathalie Trolez Mazurier, Deputy Secretary (included in Exhibit 5.1)
23.2		Consent of Deloitte & Associés, independent registered public accounting firm
23.3		Consent of Ernst & Young et Autres, independent registered public accounting firm
24.1		Power of Attorney (included on signature page)
99.1		September 15, 2014 Performance Share Plan for Employees
99.2		September 15, 2014 Performance Share Plan for Members of the Leadership Team

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Item 9. Undertakings.

 

(a)	The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change in such information in this Registration Statement;

provided, however, That

(A) Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)

That the undersigned Registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or

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controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Paris, France on December 17, 2014.

 

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Philippe Camus, Michel Combes and Jean Raby, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute in his name, place and stead, in any and all capacities, any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might, or could, do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on December 3, 2014 by the following persons in the capacities indicated.

 

Signature				Title
/s/ Philippe Camus Philippe Camus				Chairman of the Board
/s/ Michel Combes Michel Combes				Chief Executive Officer and Director (Principal Executive Officer)
/s/ Jean C. Monty Jean C. Monty				Director and Vice-Chairman of the Board
/s/ Jean Raby Jean Raby				Chief Financial and Legal Officer (Principal Financial and Accounting Officer)
				Director
Francesco Caio
/s/ Kim Crawford Goodman Kim Crawford Goodman				Director
				Director
Carla Cico

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				Director
Stuart E. Eizenstat
/s/ Louis R. Hughes Louis R. Hughes				Director
				Director
Véronique Morali
/s/ Olivier Piou Olivier Piou				Director
/s/ Jean-Cyril Spinetta Jean-Cyril Spinetta				Director
/s/ Barbara Larsen Barbara Larsen				Authorized Representative in the United States

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EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Statuts (Articles of Association and By-Laws) of the Registrant (English translation), dated May 28, 2014
4.2		Form of Amended and Restated Deposit Agreement, among the Registrant, JPMorgan Chase Bank, N.A., as Depositary, and all holders from time to time of the American Depositary Shares issued thereunder, including the form of ADR (incorporated by reference to Exhibit A to the Registrant’s Registration Statement on Form F-6, filed with the Commission on January 4, 2013) (File No. 333-185880)
5.1		Opinion of Nathalie Trolez Mazurier, Deputy Secretary, regarding validity of the Shares
23.1		Consent of Nathalie Trolez Mazurier, Deputy Secretary (included in Exhibit 5.1)
23.2		Consent of Deloitte & Associés, independent registered public accounting firm
23.3		Consent of Ernst & Young et Autres, independent registered public accounting firm
24.1		Power of Attorney (included on signature page)
99.1		September 15, 2014 Performance Share Plan for Employees
99.2		September 15, 2014 Performance Share Plan for Members of the Leadership Team

ALCATEL LUCENT

ARTICLES OF ASSOCIATION AND BY-LAWS

MAY 28 , 2014

 

 

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

ARTICLES OF ASSOCIATION AND BY-LAWS

Article 1 – Legal Form

The Company, made up of holders of existing shares and shares that may be issued in the future, is in the form of a “société anonyme” governed by the statutory and regulatory provisions in force at present and in the future and by the present Articles of association and by-laws.

Article 2 – Purpose

The purpose of the Company in all countries shall be:

 

1/

The study, the manufacture, the development and the business of all devices, equipment and software relating to domestic, industrial, civilian or military applications and other applications related to electricity, telecommunications, data processing, electronics, space industry, nuclear power, metallurgy and generally to all means of production and transmission of power or communications (cables, batteries and other components) and all possible activities related to operations and services in connection with the above-mentioned means.

 

2/	The acquisition, the use and the sale or transfer of all patents, licenses, royalties, manufacturing processes and secrets, knack, patterns, trademarks or software related to the devices and equipment mentioned in the above paragraph.

 

3/	The creation, the acquisition, the use, the transfer, the leasing of all industrial or commercial premises, factories, buildings, equipment and machines of any kind, necessary or useful for the implementation of its objects.

 

4/	The acquisition of equity participations in any company, association, partnership, French or other, irrespective of its legal form, object and activity.

 

5/	The management of shares and securities, investment by any means whatsoever, and in particular by acquisition, increase in capital, take-over or merger.

 

6/	The creation, the acquisition, the taking of lease or granting, the management of all companies, French or others, whatever their activities, and in particular in the financial, industrial, commercial, mining, agricultural fields or connected to the activities described in paragraph 1.

 

7/	The management of its own assets, fixed or moveable, and of any assets, irrespective of their structure.

The above shall be carried out by the Company, directly or indirectly, by way of forming companies, contributions, subscription or purchase of securities or corporate rights, merger, take-over, capital investment by a silent partner, partnerships or in any other way.

In general, the Company may carry out all industrial, commercial, financial operations, fixed or moveable property, connected, directly or indirectly, wholly or in part, to the above-mentioned object and to similar or related objects.

 

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

Article 3 – Name

The name of the Company is:

Alcatel Lucent

Article 4 – Registered office

The registered office is at 148/152, route de la Reine – 92100 Boulogne Billancourt.

Article 5 – Duration

Except in the case of an early termination or extension agreed by an extraordinary Shareholders’ Meeting, the duration of the company shall be ninety nine years as of July 1, 1987.

Article 6 – Capital

The share capital is set at one hundred forty million seven hundred five thousand eight hundred and nine euros (€ 140,705,809). It is made up of two billion eight hundred fourteen million one hundred and sixteen thousand one hundred and eighty shares (2,814,116,180) with a par value of five cent (0.05 Euro) each, fully paid up.

Article 7 – Form, registration, holders, thresholds of shares

Shares shall be registered until fully paid up.

Fully paid-up shares shall be registered or bearer shares as the Shareholder chooses, subject to the provisions of (2) below. Further to the statutory requirement to notify the Company of certain percentage share holdings, any Shareholder, natural or legal person holding a number of Company shares equal to or in excess of:

 

1/

2% of the total number of the shares must, within a period of five trading days from the date on which this share ownership threshold is reached, inform the company of the total number of shares that he owns, by letter or fax. This notification shall be renewed under the same conditions each time a further threshold of 1% is reached.

 

2/

3% of the total number of the shares must, within a period of five trading days from the date on which this share ownership threshold is reached, request the registration of his shares. This obligation to register shares shall apply to all the shares already held as well as to any which might be acquired subsequently in excess of this threshold. The copy of the request for registration, sent by letter or fax to the company within fifteen days from the date on which this share ownership threshold is reached, shall be deemed to be a notification that the threshold has been reached. A further request shall be sent in the same conditions each time a further threshold of 1% is reached, up to 50%.

Calculation of the thresholds in (1) and (2) above shall include indirectly held shares and shares equivalent to existing shares as defined in Article L. 233-7 and seq. of the Commercial Code.

Shareholders must certify that all securities owned or held as defined in the preceding paragraph are included in each such declaration and must also indicate the date(s) of acquisition.

 

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

Should Shareholders not comply with the provisions set forth in (1) and (2) above, voting rights for shares exceeding the declarable thresholds shall, at the request of one or more Shareholders holding at least 3% of share capital, be withdrawn under the conditions and within the limits laid down by law.

Any shareholder whose shareholding falls below either of the thresholds provided for in (1) and (2) above must also inform the company thereof, within the same period of five days and in the same manner.

Shares shall be materialized by registration in the owner’s name in the books of the issuing Company or of an authorized intermediary.

Transfers of registered securities shall be made from one account to another. The registration, transfer and disposal of securities shall be carried out in accordance with the laws and regulations in force.

Where the parties are not exempted from such formalities by law, the Company may require certification of signed declarations, transfer or assignment orders in accordance with the laws and regulations in force.

The Company may, in accordance with the laws and regulations in force, request from all organizations or authorized intermediaries any information concerning Shareholders or holders of securities with immediate or future voting rights, their identity, the number of securities they hold and the possible limitations imposed on them.

Article 8 – Paying-up of the shares

The total amount of the shares issued by way of increase in capital and to be paid-up in cash is payable under the conditions set out by the Board of Directors. The calling-up of capital is notified to the subscribers and Shareholders at least ten days before the date fixed for each payment, by a notice inserted in a legal journal appearing in the place where the registered office of the Company is situated, or by individual recorded delivery.

Any delay in the payment of sums due shall incur, in itself, and without the need for any formalities, the payment of interest at the legal rate, on a daily basis, starting from the date of the demand for payment without prejudice to the personal action that the Company can exercise against the defaulting Shareholder and the means of enforcement provided for by law.

Article 9 – Rights and obligations of shares

Each share shall give entitlement to Company assets and distribution of profits in the proportions set out in Articles 24 and 25 below, with the exception of rights attached to shares of different categories that may be created.

Tax charges shall be levied as a whole on all shares without distinction, such that each share in a same Class shall give entitlement to payment of the same net amount on any distribution or reimbursement made during the Company’s term or on liquidation.

Shareholders shall be liable only up to the nominal amount of each share held. Any call to pay in capital in excess of such amount is prohibited.

 

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

Dividends and income from shares issued by the Company shall be paid under the conditions authorized or provided for by the regulations in force and in such a way as the Shareholders’ Meeting or, failing that, the Board of Directors, shall decide.

Rights and obligations shall remain attached to a share regardless of who holds the share.

Ownership of a share entails as of right acceptance of the Company’s Articles of association and bylaws and of resolutions of the Shareholders’ Meeting.

Shares are indivisible with regard to the Company; joint owners of shares must be represented by a single person. Shares with usufruct must be identified as such in the share registration.

Article 10 – Creditors of Shareholders

Creditors of a Shareholder may not, by whatsoever means, cause the goods or assets of the Company to be placed under seal, divided or sold by auction and may not interfere in any way with the Company’s management. In the exercise of their rights they must rely on Company records and resolutions of Shareholders’ Meeting.

Article 11 – Issuance of securities representing debt

The company may contract borrowings as and when needed by means of the issuance of securities representing debt, under the conditions provided by law.

Article 12 – Management

The Company shall be managed by a Board of Directors consisting of no less than six and no more than fourteen members.

Each director must hold at least 500 Company shares.”

Article 13 – Term of office for Director – Age limit

The directors are elected for a period of three years. Exceptionally, the Shareholders’ Meeting may appoint a director for a period of one or two years in order to stagger the directors’ terms of office. Outgoing directors shall be eligible for re-election, subject to the provisions below.

A director appointed to replace another director shall hold office only for the remainder of his predecessor’s term of office.

The maximum age for holding a directorship shall be 70. This age limit does not apply if less than one third, rounded up to the nearest whole number, of serving directors have reached the age of 70. No director over 70 may be appointed if as a result more than one third of the serving directors rounded up as defined above, are over 70.

If for any reason whatsoever the number of serving directors over 70 should exceed one third as defined above, the oldest director(s) shall automatically be deemed to have retired at the ordinary Shareholders’ Meeting called to approve the accounts of the financial year in which the proportion of directors over 70 years was exceeded, unless the proportion was re-established in the interim.

 

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

Directors representing legal persons shall be taken into account when calculating the number of directors to which the age limit does not apply.

Directors representing legal persons must replace any 70 year old representative at the latest at the ordinary Shareholders’ Meeting called to approve the accounts of the financial year in which such representative reached the age of 70.

The age limitations set forth in this Article shall apply to any Chairman of the Board of Directors, provided that such Chairman is not also the Chief Executive Officer of the Company, in which case the age limitation set forth in Article 18 shall apply.

Article 14 – Board observers

On proposal of the Chairman, the Board of directors must propose to the Shareholders’ Meeting the appointment of two Board observers satisfying the conditions described hereunder. The Board observers shall be called to the meetings of the Board of directors and shall participate in a consultative capacity. The Board observers are elected for a period of three years. Exceptionally, the Shareholders’ Meeting may appoint a Board observer for a period of two years in order to stagger the Board observers’ terms of office. Outgoing Board observers shall be eligible for re-election.

They shall be, at the time of their appointment, both salaried employees of the Company or of an affiliate and members of a mutual fund in accordance with the conditions set out below. All mutual funds meeting the conditions below may nominate candidates for appointment as censeurs.

With regard to the above provisions:

 

1.	An affiliate of the Alcatel Lucent group shall be defined as any company in which Alcatel Lucent directly or indirectly holds at least half of the voting rights and/or any company in which an Alcatel Lucent affiliate directly or indirectly holds at least half of the voting rights.

 

2.	The mutual funds referred to above are those formed as a result of a Company share holding scheme in which the Company or an affiliate is a participant and having at least 75% of its portfolio in Company shares.

If for any reason one of the board observers appointed by the Shareholders’ Meeting as provided above should no longer meet the joint conditions defined above (employee of the group or an affiliate and member of a mutual fund), he shall automatically be deemed to have retired one calendar month after the joint conditions are no longer met.

Should the number of board observers meet the joint conditions as defined above (employment in the group and membership of a mutual fund) fall below the number of two for any reason whatsoever, the Board of Directors must make up its numbers within three months either by appointment upon the affirmative vote of the majority of the directors present or represented, subject to ratification by the nearest shareholders’ meeting, or by calling a Shareholders’ Meeting to appoint a board observer meeting the conditions defined hereunder.

On the Chairman’s proposal, the board of directors can propose to the Annual Shareholders’ Meeting the appointment of one or more board observer who do not meet the above requirements, among the shareholders or not, it being specified that total number of board observer shall not exceed six.

The board observer compensation shall be determined by the Shareholders Meeting on a yearly basis and allocated by the board of directors.

 

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

Article 15 – Meetings of the Board of directors

 

1.	Board shall meet as often as required in the interest of the Company at the corporate headquarters or any other location , either in France or abroad, as determined by the Chairman in consultation with the Chief Executive Officer.

The meeting is called by the Chairman as stipulated by law, by any means, even verbally, and may be called at the request of the Chief Executive Officer or at least one-third of the directors.

An agenda clearly stating matters to be discussed shall be attached to each notice of meeting.

In the event the Chairman and the Vice-Chairman or Chairmen cannot attend, the Chairman or, if he does not do so, the Board may designate for each meeting the director who shall chair the meeting.

 

2.

Any director, whether a natural person or the standing representative of a legal person, may give another director power of attorney to represent him at a board meeting; the authorized agent must show proof of his power of attorney at the start of the meeting. Directors may hold only one power of attorney per meeting which shall be valid for a specific meeting only.

Except in the cases excluded by law, directors who participate in meetings of the board of directors by means of videoconferencing or of telecommunication enabling them to be identified and guaranteeing their effective participation under the conditions provided by applicable law, shall be deemed to be present for the purposes of calculating the meeting’s quorum and majority.

 

3.	Except as stipulated in Paragraphs 3 and 4 of Article 16 below, for resolutions governing the choice of management, resolutions shall be adopted under the quorum and majority laid down by law. In the event of a tie, neither the Chairman nor any director acting as chairman shall have casting vote.

 

4.	The minutes of the meetings shall be drawn up and copies shall be certified and delivered in accordance with the law.

 

5.	On the Chairman’s proposal, the Board may authorize members of management or third parties to attend Board meetings; they shall not have a vote

Article 16 – Powers and duties of the Board of directors

 

1/	The Board of Directors is vested with complete authority granted to it by the legislation in effect.

The Board shall determine the business strategies of the company and shall ensure their implementation.

Subject to the authority expressly reserved for the Shareholders, and within the limits of the corporate purpose, the Board of Directors shall deal with any question that affects the company’s operations, and governs the affairs of the company through its deliberations.

 

2/	The Board of Directors shall decide whether the management of the company will be performed by the Chairman of the Board of Directors or by a Chief Executive Officer.

 

7

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

The Board of Directors may deliberate on this choice only if at least two-thirds of its current members are present. When it has been unable to deliberate because the required quorum is not present, the Board of Directors must meet a second time to deliberate again within a maximum period of ten days.

 

3/	The Board’s decision with respect to the management method of the company shall be made by a two-thirds majority of the directors present or represented, and shall remain valid until a new decision from the Board.

 

4/	Each director shall receive all of the information necessary to perform the duties of his office and may obtain any document he deems useful.

 

5/

Notwithstanding statutory provisions, particularly those concerning the chairman of the Board of Directors or the Chief Executive Officer, if he is a director, directors do not in the exercise of their management enter into any personal or joint undertaking with regard to the Company’s commitments; within the limits set by the laws in force, they shall only be liable for performance of their appointed duties.

Article 17 – Chairman, Vice-Chairmen, Chief Executive Officer,

Deputy Chief Executive Officers, and Secretary

 

1.	The Board of Directors shall appoint, under a simple majority vote of the directors present or represented, from among its members a Chairman for a term not to exceed the term of his/her position as a director.

The Chairman of the Board of Directors shall perform the missions assigned to him by law; in particular, he shall ensure the proper functioning of the company’s governing bodies. He shall chair meetings of the Board of Directors, organize the work of the Board, and ensure that the directors are able to fulfill their mission.

The Board of Directors shall appoint, if it so wishes, one or more Vice-Chairman, and shall set their term of office which may not exceed their term as director. The Vice-Chairman, or the most senior Vice-Chairman, shall perform the duties of the Chairman when he is unable to do so.

 

2.

If the Board of Directors does not assign the general management of the Company to the Chairman, the Board of Directors shall appoint, under a simple majority vote of the directors present or represented, whether from among its members or outside the board, a Chief Executive Officer for a term, determined by the Board of Directors at the time of such appointment, not to exceed, if applicable, the term of his/her position as a director.

 

3.

The Chief Executive Officer is invested as of right with the fullest power to act in all circumstances as the Company’s behalf, within the limits of the corporate purpose and subject to the powers expressly invested in Shareholders’ Meetings by law and the powers specifically invested in the Board of Directors.

The Chief Executive Officer shall represent the company in its relations with third parties. He shall represent the company in the courts.

When the Chairman of the Board of Directors assumes the management of the company, the provisions of this Article and the law governing the Chief Executive Officer shall apply to him.

 

8

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

4.	On the proposal of the Chief Executive Officer, the Board of Directors may authorize one or more persons to assist him, who shall have the title of Senior Executive Vice-President.

A maximum of five Senior Executive Vice-Presidents may be appointed.

The scope and duration of the powers delegated to Senior Executive Vice-Presidents shall be determined by the Board of Directors in agreement with the Chief Executive Officer.

Senior Executive Vice-Presidents have the same authority as the Chief Executive Officer with respect to third persons.

In the event the office of Chief Executive Officer becomes vacant, the duties and powers of the Senior Executive Vice-Presidents shall continue until the appointment of a new Chief Executive Officer, unless otherwise decided by the Board of Directors.

 

5.

The Board of Directors on the recommendation of the Chairman or the Chief Executive Officer, the chairman or the Chief Executive Officer themselves and the Senior Executive Vice President or Vice Presidents, may, within the limits set by law, delegate such powers as they or he deem fit, either for the management or conduct of the Company’s business or for one or more specific purposes, to all authorized agents, whether members of the board or not or member of the Company or not, individually or as committees. Such powers may be standing or temporary and may or may not be delegated to deputies.

All or some of such authorized agents may also be authorized to authenticate all copies or extracts of all documents for which certification procedures are not laid down by law, and in particular all powers of attorney, Company accounts and Articles of association and by-laws, and to issue all certificates pertaining thereto.

Powers of attorney granted by the board of directors, the Chairman, the Chief Executive Officer or the Senior Executive Vice President or Vice Presidents pursuant to the present Articles of association and by-laws shall remain effective should the terms of office of the Chairman, the Chief Executive Officer, the Senior Executive Vice President, or directors expires at the time such powers of attorney were granted.

 

6.	The Board shall appoint a secretary and may also appoint a deputy secretary under the same terms.

Article 18 – Age limit for Chief executive Officer and Deputy Executive Officers

The Chief Executive Officer and Deputy Executive Officers may hold office for the period set by the Board of Directors, but this period shall not exceed their term of office as directors, if applicable, nor in any event shall such period extend beyond the date of the Ordinary Shareholders’ Meeting called to approve the financial statements for the fiscal year in which they shall have reached 68 years of age. The same age limit shall apply to the Chairman when he/she is also the Chief Executive Officer. When the Chairman does not also occupy the position of Chief Executive Officer, he may hold the office of Chairman for the period set by the Board of Directors, but this period shall not exceed his/her term of office as director, subject to the terms set forth in Article 13.

 

9

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

Article 19 – Remuneration of Corporate Officers and Directors

 

1.	The remuneration for the Chairman of the Board of Directors, the Chief Executive Officer, and the Senior Executive Vice-President or Vice-Presidents shall be set by the Board of Directors. Said remuneration may be fixed and/or proportional.

 

2.	The Shareholder’s Meeting may award and set directors’fees which shall remain unchanged until amended by a new resolution.

The board shall distribute said amount among the directors as it sees fit and as required by law.

Directors may not receive from the Company any remuneration, permanent or not, other than those specified by the law or nor contrary to it.

Article 20 – Statutory auditors

The ordinary Shareholders’ Meeting shall appoint at least two statutory auditors to undertake the duties required by law. The auditors may be reappointed.

The Shareholders’ Meeting shall appoint as many deputy auditors as statutory auditors pursuant to paragraph 1 above.

Article 21 – Shareholders’ Meetings

 

1.	Ordinary and extraordinary Shareholder’s Meetings shall be convened and held according to the rules and procedures laid down by law.

The duly constituted Shareholders’ Meeting shall represent all the Shareholders.

Its decisions are binding on all Shareholders, including those not present or dissenting.

 

2.	Meetings shall take place at the registered office or at any other place specified in the notice of Meeting.

 

3.

A shareholder may participate in a Shareholders’ Meeting in person, by mail or by proxy upon presentation of proof of identity and upon proof of registration of his shareholding in the company, at midnight (French time) on the third Business Day prior to the Shareholders’ Meeting, either in the shareholders’ register held by the company or in the register of bearer shares held by the authorized intermediary. Entry in the register of bearer shares held by the authorized intermediary shall be proved by a certificate of attestation of the shareholding to be delivered by the authorized intermediary within the time and on the terms and conditions stipulated in the regulations in force.

Subject to the terms and conditions defined by regulations and the procedures defined by the Board of Directors, Shareholders may participate and vote in all Ordinary or Extraordinary Shareholders’ Meetings by video-conferencing or any electronic communication method, including internet, that allows identification of the Shareholder.

 

4.

Subject to the conditions defined by regulations, Shareholders may send their proxy or mail voting form for any Ordinary or Extraordinary Meeting either in paper form or, on the decision of the Board of Directors published in the notices of meetings, by electronic transmission. The electronic signature of the form consists, by a prior decision of the Board of directors, of any process of identifying which safeguards its link with the electronic form to which it relates by a login and password or any other process in the conditions defined by regulations in force.

 

10

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

In order to be considered, all necessary forms for votes by mail or by proxy must be received at the Company’s registered offices or at the location stated in the notice of the Meeting at least three days before any Shareholders’ Meeting. This time limit may be shortened by decision of the Board of Directors. Instructions given electronically that include a proxy or power of attorney may be accepted by the company under the conditions and within the deadlines set by the regulations in effect.

 

5.	The Meeting may be rebroadcast by video-conferencing or electronic transmission. If applicable, this will be mentioned in the notice of Meeting.

 

6.

A shareholder who has voted by correspondence, sent a delegation of power or requested an admission card or certificate of attestation of shareholding may nevertheless transfer all or part of the shares in respect of which he has voted by correspondence, sent a delegation of power or requested an admission card or certificate of attestation of shareholding. However, if the transfer occurs prior to midnight (French time) on the third Business Day prior to the Shareholders’ Meeting, upon notification by the authorized intermediary which holds the share register, the company shall cancel or amend, as the case may be, the vote by correspondence, the delegation of power, the admission card or the certificate of attestation of shareholding. Notwithstanding any agreement to the contrary, no transfer or any other transaction which occurs after midnight (French time) on the third Business Day prior to the Shareholders’ Meeting, whatever means are used, shall be notified by the authorized intermediary or taken in to account by the company.

 

7.	The Shareholders’ Meeting shall be chaired either by the Chairman or Vice Chairman of the Board of Directors, or by a director appointed by the Board of Directors or by the Chairman.

Shareholders shall appoint the officers of the Meeting made up of the Chairman, two tellers and a secretary.

The tellers shall be the two members of the Meeting representing the largest number of votes or, should they refuse, those who comme after in descending order until the duties are accepted.

 

8.	Copies or extracts of the minutes may be authentificated by the Chairman of the Board of Directors, the secretary of the Shareholders’ Meeting, or the director appointed to chair the Meeting.

Article 22 – Voting rights

Without prejudice to the following provisions, each member of the Shareholders’ Meeting has as many votes as shares that he owns or represents.

However, double voting rights are attached to all fully paid up registered shares, registered in the name of the same holder for at least three years.

Double voting rights shall be cancelled as of right for any share that is converted into a bearer share or whose ownership is transferred. However, the period set here above shall not be interrupted, nor existing rights cancelled, where ownership is transferred, the shares remaining in registered form, as a result of intestate or testamentary succession, the division between spouses of a common estate, or donation inter vivos in favor of a spouse or heirs.

Voting rights in all ordinary, extraordinary or special Shareholders’ Meetings belong to the usufructuary.

 

11

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

Article 23 – Financial year

The financial year shall begin on January 1^st and end on December 31^st.

Article 24 – Allocation of profits

The difference between the proceeds and the expenses of the financial year, after provisions, constitutes the profits or the losses for the financial year. From the profits, minus previous losses, if any, shall be deducted the sum of 5% in order to create the legal reserves, until such legal reserves are at least equal to 1/10^th of the share capital. Additional contributions to the legal reserves will be required if the legal reserves fall below, for any reason, that fraction.

The distributable profits shall be the profits for the financial year minus the previous losses and the above-mentioned deduction plus income carried over. The Shareholders’ Meeting, on a proposal of the board, may decide to carry over some or all of the profits, to allocate them to reserve funds of whatever kind or to distribute them to the Shareholders as a dividend.

Besides, the Shareholders’ Meeting may decide the distribution of sums deducted from the optional reserves, either as initial or additional dividends or as special distribution. In this case, the decision indicates clearly the items from which the said sums are deducted. However, the dividends are deducted first from the distributable profits of the financial year.

The ordinary Shareholders’ Meeting may grant each Shareholder, for all or part of the dividend distributed or the interim dividend, the option to receive payment of the dividend or interim dividend in cash or in shares.

The Shareholders’ Meeting or the Board of Directors, in the case of an interim dividend, fix the date from which the dividend shall be distributed.

Article 25 – Dissolution and liquidation

The Shareholders’ Meeting, under the quorum and majority conditions laid down by law, may, at any time and for any reason whatsoever, decide the early dissolution of the Company.

When the Company reaches its due date, or in the event of early dissolution, the Shareholders’ Meeting shall decide the manner of liquidation, appoint one or more liquidators and set their powers, their terms of office and their remuneration.

In the event of the death, resignation or indisposition of the liquidators the ordinary Shareholders’ Meeting, called under the condition laid down by law, shall take steps to replace them.

The Shareholders’ Meeting shall retain the same powers during liquidation as in the Company’s course of business.

On completion of the liquidation the Shareholders shall be called to approve the liquidator’s accounts and discharge him and to record the closing of the liquidation.

The liquidator(s) shall carry out their duties under the conditions laid down by law. In particular, they shall realize all the Company’s movable and fixed assets, including by private treaty, and extinguish all its liabilities. They may also, with the authorization of the extraordinary Shareholders’ Meeting, transfer the Company’s entire assets or contribute them to another company, in particular by way of a merger.

 

12

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

Assets remaining after all liabilities have been extinguished shall first be used to pay Shareholders a sum equal to the paid up and non-redeemed capital. Any surplus shall constitute profits and shall be divided between all the Shareholders, subject to rights related to shares of different classes, if any.

Article 26 – Disputes

Any disputes that may arise during the Company’s term or at its liquidation, whether between Shareholders and the Company or between Shareholders themselves where they concern Company matters, shall be subject to the jurisdiction of the competent courts.

 

13

EXHIBIT 5.1

 

				Securities and Exchange Commission Washington, DC 20549
				December 18, 2014

 

RE:	September 15, 2014 Performance Share Plan for Employees (the “September 15, 2014 Employee Performance Share Plan”)

September 15, 2014 Performance Share Plan for Members of the Leadership Team (the “September 15, 2014 Leadership Performance Share Plan”)

Ladies and Gentlemen:

I am Deputy Secretary of the Board of directors of Alcatel Lucent (the “Company”), a company incorporated in the Republic of France. In that capacity, I have acted as counsel for the Company in connection with the September 15, 2014 Employee Performance Share Plan and the September 15, 2014 Leadership Performance Share Plan (collectively, the “Plans”). In that regard, the Company is filing a registration statement on Form S-8 to register the following number of ordinary shares of the Company, par value €0.05 per share (the “Shares”) issuable to employees of direct and indirect subsidiaries of the Company in the United States and Canada: 4,766,242 shares under the September 15, 2014 Employee Performance Share Plan and 345,000 shares under the September 15, 2014 Leadership Performance Share Plan. This opinion is limited to the laws of France and is provided to you as a supporting document for the Shares.

In furnishing this opinion, I or lawyers under my supervision have examined such documents, corporate records and other agreements, instruments or opinions as I have deemed necessary for purposes of this opinion. In this examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as original documents and the conformity to original documents of all documents submitted to me as copies. On the basis of the foregoing, I am of the opinion that the Shares have been duly authorized and, when issued in accordance with the respective Plans, will be validly issued and fully paid and non-assessable.

I do not purport to be an expert on the laws of any jurisdiction other than the laws of the Republic of France, and I express no opinion herein as to the effect of any other laws.

I am furnishing this letter to you solely for your benefit and for the purpose of the Shares. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8 that the Company is filing with the United States Securities and Exchange Commission with respect to the Shares. By giving my consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations issued thereunder.

 

Very truly yours,
/s/ Nathalie Trolez Mazurier
Name:		Nathalie Trolez Mazurier
Title:		Deputy Secretary

 

ALCATEL LUCENT		www.alcatel-lucent.com
Société Anonyme au capital de EUR 140 705 809
Siège social : 148/152 route de la Reine - Boulogne Billancourt 92100 – France
542 019 096 R.C.S. Nanterre – A.P.E. 7010 Z

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement pertaining to the September 15, 2014 Performance Share Plan for Employees and the September 15, 2014 Performance Share Plan for Members of the Leadership Team on Form S-8 of our reports dated March 21, 2014, relating to the consolidated financial statements of Alcatel Lucent and subsidiaries (“Alcatel Lucent”) and effectiveness of Alcatel Lucent’s internal control over financial reporting, appearing in the Annual Report on Form 20-F of Alcatel Lucent for the year ended December 31, 2013.

 

/s/ Deloitte & Associés

Deloitte & Associés

Neuilly-sur-Seine, France

December 17, 2014

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement pertaining to the September 15, 2014 Performance Share Plan for Employees and the September 15, 2014 Performance Share Plan for Members of the Leadership Team of our reports dated March 21, 2014, with respect to the consolidated financial statements of Alcatel-Lucent and subsidiaries and the effectiveness of internal control over financial reporting of Alcatel-Lucent and subsidiaries included in its Annual Report (Form 20-F) for the year ended December 31, 2013, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young et Autres

Ernst & Young et Autres

Represented by Jean-Francois Ginies

Paris-La Défense, France

December 17, 2014

Exhibit 99.1

 

		Rules applicable to Performance Shares		Page 1 of 11		Effective on: September 15, 2014 Annex A

The purpose of this Plan is to define the terms and conditions applicable to the award of performance shares to employees, whose employment contracts are in force at the Grant Date, of Alcatel Lucent or companies affiliated to Alcatel Lucent within the meaning of article L. 225-197-2 of the French Commercial Code.

This award of performance shares is governed by the provisions of articles L. 225-197-1 et seq. of the French Commercial Code, articles 212-4 and 212-5 of the General Rules of the Autorités des Marchés Financiers, and the provisions hereof.

SUMMARY

 

1 – Definitions		2
2 – Grant of Performance Shares		3
2.1. Beneficiaries		3
2.2. Method of grant		3
3 – Vesting period		4 - 9
3.1. Duration of the vesting period		4
3.2. Rights of the Beneficiary during the vesting period		4
3.3. Vesting of Shares		4 - 7
3.4. Death or disability of the Beneficiary during the vesting period		7
3.5. Status of the Beneficiary’s Rights in the event of a change affecting the situation of the Company		8
3.6. Delivery of shares		9
3.7. Source of shares		9
4 – Status of shares at the end of the holding period		9 - 10
4.1. Rights of the Beneficiary		9
4.2. Transferability of shares		9
4.3. Periods when the transfer of shares is prohibited		10
4.4. Listing of the new shares		10
5 – Amendments		10
6 – Tax and social security contributions		10
6.1. Payment		10
6.2. Filing obligations		10
7 – Duration		10
8 – Governing Law		11
9 – List of Telecommunications equipment providers composing the Panel		11

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		Rules applicable to Performance Shares		Page 2 of 11		Effective on: September 15, 2014 Annex A

 

1. DEFINITIONS

The following words and expressions used in this Plan with a capital initial shall have the meaning given below:

Award of Performance Shares means the award of free shares, under conditions, decided by the Board of Directors of the Company pursuant to the authorization given to it by the shareholders’ extraordinary general meeting of May 28, 2014, and pursuant to the provisions of articles L. 225-197-1 et seq. of the French Commercial Code and this Plan;

Beneficiary means an employee of the Company or of an Subsidiary who is awarded Performance Shares;

Company means Alcatel Lucent;

Conditions means the conditions to which the Vesting of Shares is subject, in accordance with the provisions of paragraph 3.3.1 of this Plan;

Grant Date means September 15, 2014, date on which the Board of Directors of the Company decided upon the Award of Performance Shares;

Group means the Company and its Subsidiaries;

Panel has the meaning set forth in paragraph 3.3.1 b) of this Plan;

Performance Ratio has the meaning set forth in paragraph 3.3.1 b) of this Plan;

Period 1 has the meaning set forth in paragraph 3.3.1 b) of this Plan;

Period 2 has the meaning set forth in paragraph 3.3.1 b) of this Plan;

Plan means this document;

Right means the right to Vesting of Shares subject to the fulfillment of the Conditions;

Share means one ordinary share of the Company;

Subsidiary means any company or economic interest grouping (groupement d’intérêt économique), at least 50% of the share capital or voting rights of which are held directly or indirectly by the Company;

Trading Day means any day on which NYSE Euronext Paris market is open for trading;

Trigger Point has the meaning set forth in paragraph 3.3.1 b) of this Plan;

Vesting Date means the first business day following the end of the Vesting Period;

Vesting of Performance Shares means the transfer of the ownership of Shares to the Beneficiary at the Vesting Date;

Vesting Period means the period starting from the Grant Date and ending on the fourth anniversary date of the Grant Date.

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		Rules applicable to Performance Shares		Page 3 of 11		Effective on: September 15, 2014 Annex A

 

2. GRANT OF PERFORMANCE SHARES

2.1. Beneficiaries

The Beneficiaries of Performance Shares shall be bound to the Company or one of its Subsidiaries by an employment contract which is effective at the Grant Date. When the Performance Shares are granted in respect with this Plan, Beneficiaries shall not be persons fulfilling a social mandate within the Company.

The list of Beneficiaries selected by the Board of Directors is annexed to the minutes of the Board meeting at which the Award of Performance Shares was decided, and is held by the Secretary of the Board of Directors under the form of a listing signed by the President and the Secretary of the Compensation Committee. An electronic copy (CD-Rom) of the list that is authenticated by the Secretary of the Board of Directors may also be created.

Awards of Performance Shares and, if required, issuance of Shares pursuant to this Plan are made to each employee Beneficiary subject to the approval of the competent authorities (notably the regulatory and market surveillance authorities, exchange control and foreign investment or tax authorities) of the country in which the employer has its registered office and with regard to applicable legal and regulatory provisions, notably exchange regulations.

2.2. Method of grant

2.2.1 Individual Notice

Each Beneficiary shall be informed by an individual letter of the specific terms and conditions applicable to the Award of Performance Shares, and in particular:

 

(a)	the number of Performance Shares to be awarded to him/her;

 

(b)	the Grant Date;

 

(c)	the duration of the Vesting Period;

 

(d)	the Conditions to which the Vesting of Performance Shares at the Vesting Date is subject;

 

(e)	the procedure in order to accept or reject the Award of Performance Shares.

The complete version of this Plan is available on the Company’s intranet for consultation and download.

2.2.2 Acceptance or rejection

Each Beneficiary shall expressly accept or reject the terms and conditions of the Award of Performance Shares by following the process for this purpose as described on the Company’s intranet and within 40 days of the individual notice.

Acceptance will be deemed to include in particular acceptance by the Beneficiary of the terms of the Plan, the conditions stipulated in the individual notice and all tax or social security consequences attached to the Award of Performance Shares or Vesting of Shares.

Any Beneficiary who does not formally express his/her acceptance of the Award of Performance Shares in the conditions set forth above will be deemed to have permanently forfeited his rights to the Award of Performance Shares, without being able to claim any compensation or indemnity from his/her employer, the Company or any of its Subsidiaries.

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		Rules applicable to Performance Shares		Page 4 of 11		Effective on: September 15, 2014 Annex A

 

3. VESTING PERIOD

3.1. Duration of the Vesting Period

Pursuant to the shareholders’ authorization given to the Board of Directors at the general meeting on May 28, 2014, the Board of Directors hereby sets the duration of the Vesting Period to four years from the Grant Date, i.e. until September 15, 2018.

3.2. Rights of the Beneficiary during the Vesting Period

3.2.1 Non-transferability of Rights

The Rights are personally granted to the Beneficiary and may not be transferred in any way whatsoever, or be pledged in any way.

Any action taken in violation of the provisions of this paragraph 3.2.1 produces no effect towards, and may not be invoked against, the Company and will render the Rights that were affected null and void. The Beneficiary shall not be entitled to any compensation or indemnity of any kind in relation to the Rights that will be nullified as a result of the preceding sentence.

3.2.2 Preservation of the Beneficiary’s rights in the event of a financial transaction

In the event of financial transactions affecting the Company’s equity during the Vesting Period, the Board of Directors of the Company will have full powers to make any adjustment to the maximum number of Shares that may be delivered to the Beneficiary at the Vesting Date, provided that the Conditions are met, so that the Beneficiary is no better-off no worse-off as a result of such financial transactions.

Since the sole purpose of any such adjustment is to preserve the rights of the Beneficiary, any additional Rights awarded as a result of such an adjustment will be subject to the same Conditions as the initial Rights hereunder. In particular, such additional Rights will be subject to the remaining Vesting Period as of the date of the adjustment and the Vesting of additional Shares will be subject to the same Conditions.

The Beneficiary will be informed of the terms of this adjustment and its impact on his/her Award of Performance Shares.

As a result of the above-mentioned adjustments, it is possible that a Beneficiary will no longer meet the conditions that allow him to enjoy the applicable tax and social security regime. Should this occur, the Beneficiary shall bear the consequences for him/her and the non-applicability of the tax and social security regime with no recourse against his/her employer, the Company, or any of its Subsidiaries.

3.3. Vesting of Shares

3.3.1 Conditions to the Vesting of Shares

Vesting of Shares by the Beneficiary will take place on the Vesting Date, subject to the fulfillment of the following performance and presence Conditions at the end of 2 periods:

 

•

at the end of a 2-year period from the Grant Date for 50% of the initial grant of performance shares (Period 1),

 

•

at the end of a 4-year period from the Grant Date for the remaining 50% of the performance shares (Period 2).

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		Rules applicable to Performance Shares		Page 5 of 11		Effective on: September 15, 2014 Annex A

 

a)

Presence condition

 

i.

At the end of Period 1

The vesting of 50% of the shares for the initial grant is subject to the presence of the Beneficiary at the end of Period 1. In the event of termination or transfer of the Beneficiary’s employment contract to an unaffiliated entity before the working day following the second anniversary of the Grant Date, there shall be no Vesting of Performance Shares to the benefit of the Beneficiary. In such case, 100% of such Beneficiary’s Performance Shares shall be null and void and forfeited immediately. The same consequence shall be applied to the concerned Beneficiaries of any entity which would cease to be a Subsidiary under the Plan before the working day following the second anniversary of the Grant Date.

 

ii.

At the end of Period 2

The vesting of 50% of remaining Shares is subject to the presence of the Beneficiary at the end of Period 2. In the event of termination or transfer to an unaffiliated entity of the Beneficiary’s employment contract between the working day following the second anniversary of the Grant Date and the Vesting Date, the Vesting of Performance Shares by the Beneficiary concern 50% of such Beneficiary’s Performance Shares, subject to the fulfillment of the performance condition stated in paragraph b) below. In such case, the remaining 50% shall be null and void and forfeited immediately.

The same consequence shall be applied to the concerned Beneficiaries of any entity which would cease to be a Subsidiary under the Plan between the working day following the second anniversary of the Grant Date and the Vesting Date. The termination date, or the date of transfer, or the date when an entity ceased to be a Subsidiary, is the date at which the employment agreement (or corporate office) of the Beneficiary is effectively terminated or transferred, or the effective exit of the Group of the entity, without regards to any potential challenge by the Beneficiary of its termination or transfer, or the cause or legal grounds thereof and any court decision that would question the validity or the reasons of the termination, transfer, or the effective exit of the Group of the entity.

 

iii.

Exception

The Chief Executive Officer may grant a waiver and deem the presence condition satisfied notwithstanding the realization of the events above. The exception may be individual or collective. In any event, the performance condition set out in paragraph b) hereunder shall continue to apply.

 

b)

Performance condition

The determination of the performance condition will depend on the stock market performance of the Company share, compared to those of a representative selection of solutions and services providers in the telecommunications equipment sector, such list being set out in paragraph 9 (the “Panel”), which has been adopted by the Board of Directors.

If during the Vesting Period, any change in the nature of the Company’s activities occurs such that less than half of its sales is derived from solutions and services linked to the telecommunications equipment sector, the Board of Directors will revise the performance condition during its first meeting following evidence of this situation. If, during the Vesting Period, the Panel is modified as a result of a change of activities or corporate transactions (such as a merger or spin-off) affecting one or several companies listed therein, the Board of Directors shall be entitled to revise such list.

 

i.

Determination of the Performance Ratio for Periods 1 and 2:

 

•

The reference initial stock price shall be calculated on the Grant Date. It shall be equal to the average of the opening price of the Alcatel Lucent share on the NYSE Euronext Paris stock market over the 20 trading days preceding the Grant Date, rounded up to the nearest cent of a Euro (the “Initial Reference Stock Price”). The reference stock market price of the other issuers composing the Panel shall be calculated on the same basis and the same rounding rules on their respective main listing stock market and in their corresponding local currency;

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		Rules applicable to Performance Shares		Page 6 of 11		Effective on: September 15, 2014 Annex A

 

•

Following Periods 1 and 2, the reference stock price shall be calculated on the same basis for Alcatel Lucent and the other issuers composing the Panel, i.e. the average of the 20 opening prices preceding the end of the comparison period (the “Final Reference Stock Price”);

 

•

For Alcatel Lucent on the one hand, and for any other issuer included in the above-mentioned Panel on the other hand, the Performance Ratio enabling the appreciation of the stock performance shall be calculated by dividing the Final Reference Stock Price by the Initial Reference Stock Price.

 

ii.

Assessment at the end of Periods 1 and 2

The level of realization of the Performance condition will be subject to a comparison of the Performance Ratio of Alcatel Lucent with the median of the Panel’s Performance Ratio and the Trigger Point, determined as follows:

 

•

If the Performance Ratio of Alcatel Lucent is inferior to the Trigger Point, i.e. 60% to the median of the Panel’s Performance Ratios, there shall be no Rights in connection with such Period;

 

•

If the Performance Ratio of Alcatel Lucent is superior to the median of the Panel’s Performance Ratios, 100% of the Rights related to the considered Period will be vested subject to the final revision at the end of Period 2;

 

•

Between those two bounds, the number of Rights in connection with the considered Period shall be linearly calculated subject to the final revision at the end of Period 2 (see chart below).

 

At the end of each period 1 and 2, an adviser firm, appointed by the Board of Directors, will provide an analysis on the level of realization of the Performance condition. This analysis will be communicated to the Chief Financial & Legal Officer of the Group who will acknowledge the fulfilment or not of the performance condition, who will then inform the Board of Directors at its next meeting.

 

iii.

Final revision at the end of Period 2

The determination of the definitive number of Shares vested will take place at the end of Period 2, for all the Beneficiaries that were present or not on the Vesting Date, by comparison of the level of realization of the performance condition evidenced at the end of Periods 1 and 2 as follows:

 

•

If the level of realization of the performance condition at the end of Period 2 is superior to the one at the end of Period 1, the level of realization of the performance condition at the end of Period 2 shall apply to the whole Vesting of Performance Shares;

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		Rules applicable to Performance Shares		Page 7 of 11		Effective on: September 15, 2014 Annex A

 

•

If the level of realization of the performance condition at the end of Period 2 is inferior to the Trigger Point, i.e. 60% to the median of the Panel’s Performance Ratios, no Shares shall be vested in connection with the two periods considered;

 

•

If the level of realization of the performance condition at the end of Period 2 is inferior to the one at the end of Period 1, but still superior to the above-mentioned Trigger Point, the level of realization of the performance condition at the end of each Period shall be taken respectively for such Period.

This can be summarized in the chart below, in which:

 

•

a) corresponds to the level of realization of the performance condition at the end of Period 1,

 

•

b) corresponds to the level of realization of the performance condition at the end of Period 2.

 

3.3.2 Consequences of non-compliance with the Conditions

The Vesting of Performance Shares shall only concern the Performance Shares for which the Conditions are considered (totally or partially, according to the provisions herein) satisfied in compliance with the provisions of paragraphs 3.3.1(a) and (b).

The absence of the Vesting of Performance Shares because all or part of the Shares are null and void resulting from the non-compliance with the Conditions shall not give right to any indemnification of, or compensation to, such Beneficiary.

3.4. Death or disability of the Beneficiary during the Vesting Period

Notwithstanding the foregoing, in the event of death of the Beneficiary during the Vesting Period, his/her heirs may request the Vesting of Performance Shares within six months of the date of death. The vesting shall occur in relation to 100% of all such Performance Shares without applying the terms of the performance condition set in paragraph 3.3.1 b) above.

The Shares so delivered are freely transferable.

When the above-mentioned six-month period following the death expires, the Performance Shares will become null and void, and the Beneficiary’s heirs may no longer request the Vesting of Performance Shares to their benefit.

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		Rules applicable to Performance Shares		Page 8 of 11		Effective on: September 15, 2014 Annex A

 

In case of disability of 2nd or 3rd category of the Beneficiary, as defined in article L.341-4 of the French Social Security Code, Vesting of Performance Shares for such Beneficiary will take place as soon as such event is notified to the Company. The vesting shall occur in relation to 100% of all such Performance Shares without applying the terms of the performance condition set in paragraph 3.3.1 b) above.

The Shares so delivered are freely transferable.

3.5 Status of Beneficiaries’ Rights in the event of a change affecting the situation of Company

3.5.1 Events impacting the situation of the Company

Should one of the following events occurs before the end of the Vesting Period

 

(a)

a merger, demerger or spin-off of the Company, or

 

(b)

a change of control of the Company (“control” having the meaning ascribed to such term in article L. 223-3, I of the French Commercial Code), or

 

(c)

a takeover bid or exchange offer for all the shares of the Company such that, if the offer is successful, the bidder would obtain control over the Company,

the Board of Directors of the Company may, in its sole discretion, decide what position to take with respect to the Performance Shares.

In particular, the Board of Directors of the Company may, as the case may be:

 

(i)

agree with the new company, successor or buyer(s) that such company shall either: (x) take over all rights and obligations of the Company pursuant to this Plan or (y) replace Performance Shares granted hereunder by granting the Beneficiary new Performance Shares, which it shall deem in good faith to be of the same value. Accordingly, the Beneficiary may, in the event of a merger and if the general meeting of shareholders of the merging company agrees to uphold the provisions hereof, be allotted Performance Shares of the merging company under the conditions set by its general shareholders’ meetings, after adjustment, as necessary, based on the exchange ratio applied under the merger agreement. Generally, in the event of share exchanges in connection with a merger, demerger or spin-off conducted in accordance with applicable regulations, the Vesting Period will remain applicable to Performance Shares then received for the remainder of its duration at date of the exchange, according to article L. 225-197-1, III of the French Commercial Code; or

 

(ii)

indemnify the Beneficiary for the loss resulting from the forfeiture of their Performance Shares or the waiver of such Performance Shares upon the request of the Company.

3.5.2. Tax and social security consequences

As a result of the events and transactions above, the Beneficiary could cease to meet the conditions that would otherwise enable him/her to enjoy the tax and social security regime applicable to him/her in light of his/her personal circumstances. Should this occur, the Beneficiary will bear the consequences as an employee of the non-applicability of the initial tax and social security regime with no recourse against his/her employer, the Company, or any of its Subsidiaries.

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		Rules applicable to Performance Shares		Page 9 of 11		Effective on: September 15, 2014 Annex A

 

3.6 Delivery of Shares

On the Vesting Date of the Performance Shares, subject to the provisions of paragraphs 3.4 and 3.5, the Company will transfer to each Beneficiary the number of Shares to which he is entitled, as determined in accordance with this Plan.

The delivery of Shares conveys full ownership of the Shares to the Beneficiary or, as the case may be, his/her legal heirs.

3.7 Source of Shares

The Shares to be transferred to the Beneficiary at the Vesting Date will be new shares issued of a share capital increase. No later than the Vesting Date, the Board of Directors of the Company shall have the ability to modify its choice and to decide to transfer treasury Shares repurchased by the Company pursuant to articles L.225-208 and L.225-209 of the French Commercial Code.

In case of death or invalidity of a Beneficiary during the Vesting Period, the Shares that will be transferred, shall be existing Shares.

4. STATUS OF SHARES AT THE END OF THE HOLDING PERIOD

4.1. Rights of the Beneficiary

4.1.1. Rights attached to Shares

Shares transferred upon Vesting of Performance Shares shall be identical to the Company’s ordinary shares at that date, in particular with regard to voting rights, rights to dividend and payment of any reserves, the right to attend shareholders’ meetings, rights of communication, and preferential subscription rights attached to each Share. They shall be subject to all the provisions of the by-laws, and all decisions of shareholders’ meetings shall be binding upon each Beneficiary.

4.1.2. Effective date of shareholders’ rights

In the event that Shares transferred to the Beneficiary as a result of the Vesting of Performance Shares are existing Shares, such Shares will enjoy shareholders’ rights starting on the date of their registration.

In the event that Shares transferred to the Beneficiary as a result of the Vesting of Performance Shares are newly issued Shares, such Shares will have current enjoyment. They will be assimilated to the existing shares as soon as they are issued and will confer the same rights.

4.2. Transferability of Shares

Accordingly to the applicable legal and regulatory provisions and to the authorization of the shareholders dated May 28, 2014, the Board of Directors has decided that the Beneficiary shall not be subject to any holding requirement or period, as from the Vesting Period.

As a consequence, as from the Vesting Date, Shares shall be available and may be freely transferred by the Beneficiary in compliance with applicable law, subject to the provisions of paragraph 4.3.

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		Rules applicable to Performance Shares		Page 10 of 11		Effective on: September 15, 2014 Annex A

 

4.3. Periods when the transfer of Shares is prohibited

Each Beneficiary shall comply with the Code of Conduct adopted by Alcatel Lucent in regards to the prevention of insider dealing and which may be consulted on the Company’s intranet.

In addition, given that the Shares are granted for free as part of a performance shares plan and in accordance with applicable laws, Shares may not be transferred during the following periods :

 

(a)	the ten Trading Sessions preceding and following the dates on which the consolidated financial statements of the Company are disclosed to the public; and

 

(b)	the ten Trading Sessions following the date on which information which could have a significant effect on the Company’s share price is disclosed to the public.

4.4 Listing of the new Shares

The admission of the new Alcatel Lucent shares resulting from an issue of Shares, if any, in accordance herewith, will be requested for listing on NYSE Euronext Paris market.

5. AMENDMENTS

The Board of Directors of the Company may at any time make amendments to the terms and conditions hereof that will allow the Beneficiary or the Company or its Subsidiaries to enjoy a favorable tax and social security regime in effect in any country where the Plan is applicable, or avoid any unfavorable effects that new legal, tax, accounting, or social security provisions may have on the Company or its financial statements. These amendments may take the form of sub-plan applicable only for certain Beneficiaries.

6. TAX AND SOCIAL SECURITY CONTRIBUTIONS

6.1. Payment

The Beneficiary must conform to the terms and conditions imposed by the Company, its Subsidiaries, or any other person appointed by the Company or its Subsidiaries for the payment (including withholding taxes or disposals of a portion of shares to cover this payment) of any social security contributions (including the employee social security contributions) or taxes in the country where the Beneficiary resides, in relation to his/her Performance Shares.

6.2. Filing obligations

The Beneficiary, the Company, and the Subsidiaries will respect all filing obligations with the tax and social security authorities to which they may be subject.

7. DURATION

The terms and conditions herein shall apply as long as necessary for the performance of the obligations set forth herein.

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		Rules applicable to Performance Shares		Page 11 of 11		Effective on: September 15, 2014 Annex A

 

8. GOVERNING LAW

The terms and conditions herein shall be construed and interpreted in accordance with French law.

9. LIST OF TELECOMMUNICATIONS EQUIPMENT PROVIDERS COMPOSING THE PANEL

 

		Curr.				20 day average prior to 9/15/2014
ADTRAN			USD				22,76
Alcatel-Lucent (ORD)			EUR				2,59
Amdocs			USD				46,86
Arris			USD				30,97
Ciena			USD				19,75
Cisco			USD				24,82
CommScope			USD				25,74
Ericsson (ORD)			SEK				87,49
Juniper			USD				23,44
Nokia (ORD)			EUR				6,30
ZTE			HKD				17,63

Exhibit 99.2

 

		Rules applicable to Performance Shares granted to members of the Leadership team		Page 1 of 11		Effective on: September 15, 2014 Annex B

The purpose of this Plan is to define the terms and conditions applicable to the award of performance shares to members of the Leadership team, whose employment contracts are in force at the Grant Date, of Alcatel Lucent or companies affiliated to Alcatel Lucent within the meaning of article L. 225-197-2 of the French Commercial Code.

This award of performance shares is governed by the provisions of articles L. 225-197-1 et seq. of the French Commercial Code, articles 212-4 and 212-5 of the General Rules of the Autorités des Marchés Financiers, and the provisions hereof.

SUMMARY

 

1 – Definitions		2
2 – Grant of Performance Shares		3
2.1. Beneficiaries		3
2.2. Method of grant		3
3 – Vesting period		3 - 9
3.1. Duration of the vesting period		3
3.2. Rights of the Beneficiary during the vesting period		4
3.3. Vesting of Shares		4 - 7
3.4. Death or disability of the Beneficiary during the vesting period		7
3.5. Status of the Beneficiary’s Rights in the event of a change affecting the situation of the Company		8
3.6. Delivery of shares		8
3.7. Source of shares		9
4 – Status of shares at the end of the holding period		9 - 10
4.1. Rights of the Beneficiary		9
4.2. Transferability of shares		9
4.3. Periods when the transfer of shares is prohibited		9
4.4. Listing of the new shares		10
5 – Amendments		10
6 – Tax and social security contributions		10
6.1. Payment		10
6.2. Filing obligations		10
7 – Duration		10
8 – Governing Law		10
9 – List of Telecommunications equipment providers composing the Panel		11

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		Rules applicable to Performance Shares granted to members of the Leadership team		Page 2 of 11		Effective on: September 15, 2014 Annex B

 

1. DEFINITIONS

The following words and expressions used in this Plan with a capital initial shall have the meaning given below:

Award of Performance Shares means the award of free shares, under conditions, decided by the Board of Directors of the Company pursuant to the authorization given to it by the shareholders’ extraordinary general meeting of May 28, 2014, and pursuant to the provisions of articles L. 225-197-1 et seq. of the French Commercial Code and this Plan;

Beneficiary means a member of the Leadership team of Alcatel Lucent, employee of the Company or of a Subsidiary who is awarded Performance Shares;

Company means Alcatel Lucent;

Conditions means the conditions to which the Vesting of Shares is subject, in accordance with the provisions of paragraph 3.3.1 of this Plan;

Grant Date means September 15, 2014, date on which the Board of Directors of the Company decided upon the Award of Performance Shares;

Group means the Company and its Subsidiaries;

Panel has the meaning set forth in paragraph 3.3.1 b) of this Plan;

Performance Ratio has the meaning set forth in paragraph 3.3.1 b) of this Plan;

Period 1 has the meaning set forth in paragraph 3.3.1 b) of this Plan;

Period 2 has the meaning set forth in paragraph 3.3.1 b) of this Plan;

Plan means this document;

Right means the right to Vesting of Shares subject to the fulfillment of the Conditions;

Share means one ordinary share of the Company;

Subsidiary means any company or economic interest grouping (groupement d’intérêt économique), at least 50% of the share capital or voting rights of which are held directly or indirectly by the Company;

Trading Day means any day on which NYSE Euronext Paris market is open for trading;

Vesting Date means the first business day following the end of the Vesting Period;

Vesting of Performance Shares means the transfer of the ownership of Shares to the Beneficiary at the Vesting Date;

Vesting Period means the period starting from the Grant Date and ending on the fourth anniversary date of the Grant Date.

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		Rules applicable to Performance Shares granted to members of the Leadership team		Page 3 of 11		Effective on: September 15, 2014 Annex B

 

2. GRANT OF PERFORMANCE SHARES

2.1. Beneficiaries

The Beneficiaries of Performance Shares shall be bound to the Company or one of its Subsidiaries by an employment contract which is effective at the Grant Date.

The Beneficiaries are the members of the Leadership team of the Group with the exception of the corporate officers (mandataires sociaux) of Alcatel Lucent.

Awards of Performance Shares and, if required, issuance of Shares pursuant to this Plan are made to each employee Beneficiary subject to the approval of the competent authorities (notably the regulatory and market surveillance authorities, exchange control and foreign investment or tax authorities) of the country in which the employer has its registered office and with regard to applicable legal and regulatory provisions, notably exchange regulations.

2.2. Method of grant

2.2.1 Individual Notice

Each Beneficiary shall be informed by an individual letter of the specific terms and conditions applicable to the Award of Performance Shares, and in particular:

 

(a)	the number of Performance Shares to be awarded to him/her;

 

(b)	the Grant Date;

 

(c)	the duration of the Vesting Period;

 

(d)	the Conditions to which the Vesting of Performance Shares at the Vesting Date is subject;

 

(e)	the procedure in order to accept or reject the Award of Performance Shares.

The complete version of this Plan is available on the Company’s intranet for consultation and download.

2.2.2 Acceptance or rejection

Each Beneficiary shall expressly accept or reject the terms and conditions of the Award of Performance Shares by following the process for this purpose as described on the Company’s intranet and within 40 days of the individual notice.

Acceptance will be deemed to include in particular acceptance by the Beneficiary of the terms of the Plan, the conditions stipulated in the individual notice and all tax or social security consequences attached to the Award of Performance Shares or Vesting of Shares.

Any Beneficiary who does not formally express his/her acceptance of the Award of Performance Shares in the conditions set forth above will be deemed to have permanently forfeited his rights to the Award of Performance Shares, without being able to claim any compensation or indemnity from his/her employer, the Company or any of its Subsidiaries.

3. VESTING PERIOD

3.1. Duration of the Vesting Period

Pursuant to the shareholders’ authorization given to the Board of Directors at the general meeting on May 28, 2014, the Board of Directors hereby sets the duration of the Vesting Period to four years from the Grant Date, i.e. until September 15, 2018.

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		Rules applicable to Performance Shares granted to members of the Leadership team		Page 4 of 11		Effective on: September 15, 2014 Annex B

 

3.2. Rights of the Beneficiary during the Vesting Period

3.2.1 Non-transferability of Rights

The Rights are personally granted to the Beneficiary and may not be transferred in any way whatsoever, or be pledged in any way.

Any action taken in violation of the provisions of this paragraph 3.2.1 produces no effect towards, and may not be invoked against, the Company and will render the Rights that were affected null and void. The Beneficiary shall not be entitled to any compensation or indemnity of any kind in relation to the Rights that will be nullified as a result of the preceding sentence.

3.2.2 Preservation of the Beneficiary’s rights in the event of a financial transaction

In the event of financial transactions affecting the Company’s equity during the Vesting Period, the Board of Directors of the Company will have full powers to make any adjustment to the maximum number of Shares that may be delivered to the Beneficiary at the Vesting Date, provided that the Conditions are met, so that the Beneficiary is no better-off no worse-off as a result of such financial transactions.

Since the sole purpose of any such adjustment is to preserve the rights of the Beneficiary, any additional Rights awarded as a result of such an adjustment will be subject to the same Conditions as the initial Rights hereunder. In particular, such additional Rights will be subject to the remaining Vesting Period as of the date of the adjustment and the Vesting of additional Shares will be subject to the same Conditions.

The Beneficiary will be informed of the terms of this adjustment and its impact on his/her Award of Performance Shares.

As a result of the above-mentioned adjustments, it is possible that a Beneficiary will no longer meet the conditions that allow him to enjoy the applicable tax and social security regime. Should this occur, the Beneficiary shall bear the consequences for him/her and the non-applicability of the tax and social security regime with no recourse against his/her employer, the Company, or any of its Subsidiaries.

3.3. Vesting of Shares

3.3.1 Conditions to the Vesting of Shares

Vesting of Shares by the Beneficiary will take place on the Vesting Date, subject to the fulfillment of the following performance and presence Conditions at the end of 2 periods:

 

•

at the end of a 2-year period from the Grant Date for 50% of the initial grant of performance shares (Period 1)

 

•

at the end of a 4-year period from the Grant Date for the remaining 50% of the performance shares (Period 2).

 

a)

Presence condition

 

i.

At the end of Period 1

The vesting of 50% of the shares for the initial grant is subject to the presence of the Beneficiary at the end of Period 1. In the event of termination or transfer of the Beneficiary’s employment contract to an unaffiliated entity before the working day following the second anniversary of the Grant Date, there shall be no Vesting of Performance Shares to the benefit of the Beneficiary. In such case, 100% of such Beneficiary’s Performance Shares shall be null and void and forfeited immediately. The same consequence shall be applied to the concerned Beneficiaries of any entity which would cease to be a Subsidiary under the Plan before the working day following the second anniversary of the Grant Date.

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		Rules applicable to Performance Shares granted to members of the Leadership team		Page 5 of 11		Effective on: September 15, 2014 Annex B

 

ii.

At the end of Period 2

The vesting of 50% of remaining Shares is subject to the presence of the Beneficiary at the end of Period 2. In the event of termination or transfer to an unaffiliated entity of the Beneficiary’s employment contract between the working day following the second anniversary of the Grant Date and the Vesting Date, the Vesting of Performance Shares by the Beneficiary concern 50% of such Beneficiary’s Performance Shares, subject to the fulfillment of the performance condition stated in paragraph b) below. In such case, the remaining 50% shall be null and void and forfeited immediately.

The same consequence shall be applied to the concerned Beneficiaries of any entity which would cease to be a Subsidiary under the Plan between the working day following the second anniversary of the Grant Date and the Vesting Date. The termination date, or the date of transfer, or the date when an entity ceased to be a Subsidiary, is the date at which the employment agreement (or corporate office) of the Beneficiary is effectively terminated or transferred, or the effective exit of the Group of the entity, without regards to any potential challenge by the Beneficiary of its termination or transfer, or the cause or legal grounds thereof and any court decision that would question the validity or the reasons of the termination, transfer, or the effective exit of the Group of the entity.

 

iii.

Exception

The Chief Executive Officer may grant a waiver and deem the presence condition satisfied notwithstanding the realization of the events above. The exception may be individual or collective. In any event, the performance condition set out in paragraph b) hereunder shall continue to apply.

 

b)

Performance condition

The determination of the performance condition will depend on the stock market performance of the Company share, compared to those of a representative selection of solutions and services providers in the telecommunications equipment sector, such list being set out in paragraph 9 (the “Panel”), which has been adopted by the Board of Directors.

If during the Vesting Period, any change in the nature of the Company’s activities occurs such that less than half of its sales is derived from solutions and services linked to the telecommunications equipment sector, the Board of Directors will revise the performance condition during its first meeting following evidence of this situation. If, during the Vesting Period, the Panel is modified as a result of a change of activities or corporate transactions (such as a merger or spin-off) affecting one or several companies listed therein, the Board of Directors shall be entitled to revise such list.

 

i.

Determination of the Performance Ratio for Periods 1 and 2:

 

•

The reference initial stock price shall be calculated on the Grant Date. It shall be equal to the average of the opening price of the Alcatel Lucent share on the NYSE Euronext Paris stock market over the 20 trading days preceding the Grant Date, rounded up to the nearest cent of a Euro (the “Initial Reference Stock Price”). The reference stock market price of the other issuers composing the Panel shall be calculated on the same basis and the same rounding rules on their respective main listing stock market and in their corresponding local currency.

 

•

Following Periods 1 and 2, the reference stock price shall be calculated on the same basis for Alcatel Lucent and the other issuers composing the Panel, i.e. the average of the 20 opening prices preceding the end of the comparison period (the “Final Reference Stock Price”)

 

•

For Alcatel Lucent on the one hand, and for any other issuer included in the above-mentioned Panel on the other hand, the Performance Ratio enabling the appreciation of the stock performance shall be calculated by dividing the Final Reference Stock Price by the Initial Reference Stock Price.

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		Rules applicable to Performance Shares granted to members of the Leadership team		Page 6 of 11		Effective on: September 15, 2014 Annex B

 

ii.

Assessment at the end of Periods 1 and 2

The level of realization of the Performance condition will be subject to a comparison of the Performance Ratio of Alcatel Lucent with the median of the Panel’s Performance Ratios, determined as follows:

 

•

If the Performance Ratio of Alcatel Lucent is inferior to the median of the Panel’s Performance Ratios, there shall be no Rights in connection with such Period;

 

•

If the Performance Ratio of Alcatel Lucent is equal to the median of the Panel’s Performance Ratios, 75% of the Rights in connection with the considered Period shall be vested subject to the final revision at the end of Period 2;

 

•

If the Performance Ratio of Alcatel Lucent is superior to 110% of the median of the Panel’s Performance Ratios, 100% of the Rights in connection with the considered Period shall be vested subject to the final revision at the end of Period 2;

 

•

Between those two bounds (median and 110% of the median), the number of Rights in connection with the considered Period shall be linearly calculated subject to the final revision at the end of Period 2 (see chart below).

 

At the end of each period 1 and 2, an adviser firm, appointed by the Board of Directors, will provide an analysis on the level of realization of the Performance condition. This analysis will be communicated to the Chief Financial & Legal Officer of the Group who will acknowledge the fulfilment or not of the performance condition, who will then inform the Board of Directors at its next meeting.

 

iii.

Final revision at the end of Period 2

The determination of the definitive number of Shares vested will take place at the end of Period 2, for all the Beneficiaries that were present or not on the Vesting Date, by comparison of the level of realization of the performance condition evidenced at the end of Periods 1 and 2 as follows:

 

•

If the level of realization of the performance condition at the end of Period 2 is superior to the one at the end of Period 1, the level of realization of the performance condition at the end of Period 2 shall apply to the whole Vesting of Performance Shares;

 

•

If the level of realization of the performance condition at the end of Period 2 is inferior to the median of the Panel’s Performance Ratios, no Shares shall be vested;

 

•

If the level of realization of the performance condition at the end of Period 2 is inferior to the one at the end of Period 1, but still superior to the above-mentioned median, the level of realization of the

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		Rules applicable to Performance Shares granted to members of the Leadership team		Page 7 of 11		Effective on: September 15, 2014 Annex B

 

performance condition at the end of Period 1 shall apply to 50% of the Vesting in connection with Period 1. The level of realization of the performance condition at the end of Period 2 shall apply to the other 50% of the Vesting in connection with Period 2.

This can be summarized in the chart below, in which:

 

•

a) corresponds to the level of realization of the performance condition at the end of Period 1,

 

•

b) corresponds to the level of realization of the performance condition at the end of Period 2.

 

3.3.2 Consequences of non-compliance with the Conditions

The Vesting of Performance Shares shall only concern the Performance Shares for which the Conditions are considered (totally or partially, according to the provisions herein) satisfied in compliance with the provisions of paragraphs 3.3.1(a) and (b).

The absence of the Vesting of Performance Shares because all or part of the Shares are null and void resulting from the non-compliance with the Conditions shall not give right to any indemnification of, or compensation to, such Beneficiary.

3.4. Death or disability of the Beneficiary during the Vesting Period

Notwithstanding the foregoing, in the event of death of the Beneficiary during the Vesting Period, his/her heirs may request the Vesting of Performance Shares within six months of the date of death. The vesting shall occur in relation to 100% of all such Performance Shares without applying the terms of the performance condition set in paragraph 3.3.1 b) above.

The Shares so delivered are freely transferable.

When the above-mentioned six-month period following the death expires, the Performance Shares will become null and void, and the Beneficiary’s heirs may no longer request the Vesting of Performance Shares to their benefit.

In case of disability of 2nd or 3rd category of the Beneficiary, as defined in article L.341-4 of the French Social Security Code, Vesting of Performance Shares for such Beneficiary will take place as soon as such event is notified to the Company. The vesting shall occur in relation to 100% of all such Performance Shares without applying the terms of the performance condition set in paragraph 3.3.1 b) above.

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		Rules applicable to Performance Shares granted to members of the Leadership team		Page 8 of 11		Effective on: September 15, 2014 Annex B

 

The Shares so delivered are freely transferable.

3.5 Status of Beneficiaries’ Rights in the event of a change affecting the situation of the Company

3.5.1 Events impacting the situation of the Company

Should one of the following events occurs before the end of the Vesting Period

 

(a)

a merger, demerger or spin-off of the Company, or

 

(b)

a change of control of the Company (“control” having the meaning ascribed to such term in article L. 223-3, I of the French Commercial Code), or

 

(c)

a takeover bid or exchange offer for all the shares of the Company such that, if the offer is successful, the bidder would obtain control over the Company,

the Board of Directors of the Company may, in its sole discretion, decide what position to take with respect to the Performance Shares.

In particular, the Board of Directors of the Company may, as the case may be:

 

(i)

agree with the new company, successor or buyer(s) that such company shall either: (x) take over all rights and obligations of the Company pursuant to this Plan or (y) replace Performance Shares granted hereunder by granting the Beneficiary new Performance Shares, which it shall deem in good faith to be of the same value. Accordingly, the Beneficiary may, in the event of a merger and if the general meeting of shareholders of the merging company agrees to uphold the provisions hereof, be allotted Performance Shares of the merging company under the conditions set by its general shareholders’ meetings, after adjustment, as necessary, based on the exchange ratio applied under the merger agreement. Generally, in the event of share exchanges in connection with a merger, demerger or spin-off conducted in accordance with applicable regulations, the Vesting Period will remain applicable to Performance Shares then received for the remainder of its duration at date of the exchange, according to article L. 225-197-1, III of the French Commercial Code; or

 

(ii)

indemnify the Beneficiary for the loss resulting from the forfeiture of their Performance Shares or the waiver of such Performance Shares upon the request of the Company.

3.5.2. Tax and social security consequences

As a result of the events and transactions above, the Beneficiary could cease to meet the conditions that would otherwise enable him/her to enjoy the tax and social security regime applicable to him/her in light of his/her personal circumstances. Should this occur, the Beneficiary will bear the consequences as an employee of the non-applicability of the initial tax and social security regime with no recourse against his/her employer, the Company, or any of its Subsidiaries.

3.6 Delivery of Shares

On the Vesting Date of the Performance Shares, subject to the provisions of paragraphs 3.4 and 3.5, the Company will transfer to each Beneficiary the number of Shares to which he is entitled, as determined in accordance with this Plan.

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		Rules applicable to Performance Shares granted to members of the Leadership team		Page 9 of 11		Effective on: September 15, 2014 Annex B

 

The delivery of Shares conveys full ownership of the Shares to the Beneficiary or, as the case may be, his/her legal heirs.

3.7 Source of Shares

The Shares to be transferred to the Beneficiary at the Vesting Date will be new shares issued of a share capital increase. No later than the Vesting Date, the Board of Directors of the Company shall have the ability to modify its choice and to decide to transfer treasury Shares repurchased by the Company pursuant to articles L.225-208 and L.225-209 of the French Commercial Code.

In case of death or invalidity of a Beneficiary during the Vesting Period, the Shares that will be transferred, shall be existing Shares.

4. STATUS OF SHARES AT THE END OF THE HOLDING PERIOD

4.1. Rights of the Beneficiary

4.1.1. Rights attached to Shares

Shares transferred upon Vesting of Performance Shares shall be identical to the Company’s ordinary shares at that date, in particular with regard to voting rights, rights to dividend and payment of any reserves, the right to attend shareholders’ meetings, rights of communication, and preferential subscription rights attached to each Share. They shall be subject to all the provisions of the by-laws, and all decisions of shareholders’ meetings shall be binding upon each Beneficiary.

4.1.2. Effective date of shareholders’ rights

In the event that Shares transferred to the Beneficiary as a result of the Vesting of Performance Shares are existing Shares, such Shares will enjoy shareholders’ rights starting on the date of their registration.

In the event that Shares transferred to the Beneficiary as a result of the Vesting of Performance Shares are newly issued Shares, such Shares will have current enjoyment. They will be assimilated to the existing shares as soon as they are issued and will confer the same rights.

4.2. Transferability of Shares

Accordingly to the applicable legal and regulatory provisions and to the authorization of the shareholders dated May 28, 2014, the Board of Directors has decided that the Beneficiary shall not be subject to any holding requirement or period, as from the Vesting Period.

As a consequence, as from the Vesting Date, Shares shall be available and may be freely transferred by the Beneficiary in compliance with applicable law, subject to the provisions of paragraph 4.3.

4.3. Periods when the transfer of Shares is prohibited

Each Beneficiary shall comply with the Code of Conduct adopted by Alcatel Lucent in regards to the prevention of insider dealing and which may be consulted on the Company’s intranet.

In addition, given that the Shares are granted for free as part of a performance shares plan and in accordance with applicable laws, Shares may not be transferred during the following periods:

 

(a)

the ten Trading Sessions preceding and following the dates on which the consolidated financial statements of the Company are disclosed to the public; and

 

(b)

the ten Trading Sessions following the date on which information which could have a significant effect on the Company’s share price is disclosed to the public.

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		Rules applicable to Performance Shares granted to members of the Leadership team		Page 10 of 11		Effective on: September 15, 2014 Annex B

 

4.4. Listing of the new Shares

The admission of the new Alcatel Lucent shares resulting from an issue of Shares, if any, in accordance herewith, will be requested for listing on NYSE Euronext Paris market.

5. AMENDMENTS

The Board of Directors of the Company may at any time make amendments to the terms and conditions hereof that will allow the Beneficiary or the Company or its Subsidiaries to enjoy a favorable tax and social security regime in effect in any country where the Plan is applicable, or avoid any unfavorable effects that new legal, tax, accounting, or social security provisions may have on the Company or its financial statements. These amendments may take the form of sub-plan applicable only for certain Beneficiaries.

6. TAX AND SOCIAL SECURITY CONTRIBUTIONS

6.1. Payment

The Beneficiary must conform to the terms and conditions imposed by the Company, its Subsidiaries, or any other person appointed by the Company or its Subsidiary for the payment (including withholding taxes or disposals of a portion of shares to cover this payment) of any social security contributions (including the employee social security contributions) or taxes in the country where the Beneficiary resides, in relation to his/her Performance Shares.

6.2. Filing obligations

The Beneficiary, the Company, and the Subsidiaries will respect all filing obligations with the tax and social security authorities to which they may be subject.

7. DURATION

The terms and conditions herein shall apply as long as necessary for the performance of the obligations set forth herein.

8. GOVERNING LAW

The terms and conditions herein shall be construed and interpreted in accordance with French law.

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		Rules applicable to Performance Shares granted to members of the Leadership team		Page 11 of 11		Effective on: September 15, 2014 Annex B

 

9. LIST OF TELECOMMUNICATIONS EQUIPMENT PROVIDERS COMPOSING THE PANEL

 

						20 day average
		Curr.				prior to 9/15/2014
ADTRAN			USD				22,76
Alcatel-Lucent (ORD)			EUR				2,59
Amdocs			USD				46,86
Arris			USD				30,97
Ciena			USD				19,75
Cisco			USD				24,82
CommScope			USD				25,74
Ericsson (ORD)			SEK				87,49
Juniper			USD				23,44
Nokia (ORD)			EUR				6,30
ZTE			HKD				17,63