Section 1: Calculation of the special profit-sharing reserve.

The profit-sharing agreement may establish a profit-sharing scheme with a calculation basis and procedures different from those defined in Article L. 3324-1. This agreement does not dispense with the application of the rules defined in that article unless, in compliance with the principles laid down in this title, it provides at least equivalent benefits for employees. The basis of calculation may therefore be one third of net profit for tax purposes. The special profit-sharing reserve may be calculated by taking into account changes in the value of shares in the company or group during the last financial year.

When an agreement is concluded within a group of companies, the equivalence of the benefits granted to employees is assessed globally at group level and not company by company.

In undertakings employing at least one employee and less than two hundred and fifty employees, the portion of the special profit-sharing reserve exceeding the amount that would have resulted from a calculation made pursuant to Article L. 3324-1 may be divided between the employees and managers of these companies, the chairmen, general managers, managing directors or members of the management board if they are legal entities, the spouse or partner linked by a civil solidarity pact of the company manager if they have the status of collaborating spouse or associated spouse mentioned in article L. 121-4 of the French Commercial Code.

The agreement only gives entitlement to the social security and tax regime provided for in Chapter V if the special profit-sharing reserve does not exceed half of the net accounting profit, or, at the choice of the parties, one of the following three ceilings:

1° Net profit for accounting purposes less 5% of shareholders' equity ;

2° Net profit for tax purposes less 5% of shareholders' equity;

3° Half of the net profit for tax purposes.

The agreement specifies the ceiling used.

Notwithstanding the last paragraph of article L. 3321-1, II ofarticle L. 130-1 of the Social Security Code does not apply to the threshold of one employee.