APC 2007 Annual Report Download - page 56

54
génieurs et Cadres de la Métallurgie) that call for monthly
payment of an amount equivalent to 50% to 60% of the av-
erage monthly compensation for the last twelve months of
presence (salary plus paid bonus). This payment is due for
one year, renewable once.
Shareholders approved these benefits and the addendum
to Mr. Tricoire’s contract at the Annual Meeting of April 26,
2007.
The Supervisory Board has not granted any pension ben-
efit to Mr. Tricoire.
Mr. Tricoire’s travel and entertainment expenses are reim-
bursed by the Company. He has a Company car and may
also use the chauffeur-driven Company cars made avail-
able to Group Senior Management. This benefit in kind can
be estimated 4,233.
Stock options and stock grants
Jean-Pascal Tricoire received stock options under plans 18
through 21, 24, 26 through 28 and 30, and stock grants
under plans 1 and 3. During the year, he exercised 6,867
options under plan 18, 5,050 options under plan 19, 770
options under plan 20 and 11,110 options under plan 21.
In 2007, Mr. Tricoire received 63,000 options with an exer-
cise price of 92 and expiring in 2017 under plan 30 (the
2008 plan). Half of these are contingent on the achieve-
ment of Group performance targets. He also received
6,750 stock grants under plan 3, half of which are subject
to the achievement of Group performance targets.
The Supervisory Board set the lock-up period in accor-
dance with the provisions of the French Commercial Code
(see page 63). The grants were recognized in the consoli-
dated financial statements in accordance with IFRS 2 at a
unit value of 19.67 for the options and 72.42 for the
stock grants. These values are based on theoretical eval-
uations as the existence of any capital gains or losses will
depend on the stock price on the date the shares are sold.
As of January 1, 2008, Mr. Tricoire held 507,241 options,
including 143,787 performance options, and 11,750 per-
formance stock grants.
Member of the Management Board -
Pierre Bouchut
As Chief Financial officer, Pierre Bouchut has maintained
his service contract with Schneider Electric Industries SAS.
Based on the recommendation of the Remunerations and
Appointments & Corporate Governance Committee, at its
meetings on December 19, 2006 and February 20, 2007,
the Supervisory Board set limits on Mr. Bouchut’s com-
pensation for 2007. The Board recommended setting his
target bonus at 60% of his salary, with a maximum of
120%. Sixty percent of the bonus is based on Group per-
formance targets in terms of operating profit, organic
growth and return on capital employed, and 40% on meas-
urable personal targets set by Jean-Pascal Tricoire.
In 2007, Pierre Bouchut received 378,400 in salary and
a bonus for 2006 of 377,188. His variable bonus for 2007,
paid in 2008, amounted to 381,400.
Benefits
Under his service contract with Schneider Electric Indus-
tries SAS, Pierre Bouchut is covered by the top hat pension
plan for senior executives in France (see above) and is also
entitled to a termination benefit should the employer ter-
minate the contract. This termination benefit, including the
benefit provided for in the industry collective bargaining
agreement
(Convention Nationale des Ingénieurs et
Compensation, benefits
and stock options of Management
Board members
Chairman of the Management Board -
Jean-Pascal Tricoire
Based on the recommendation of the Remunerations and
Appointments & Corporate Governance Committee, at its
meetings on December 21, 2006 and April 26, 2007, the
Supervisory Board decided to set the annual salary of the
Chairman of the Management Board for 2007 at 700,000
and his target variable bonus at 100% of this amount, with
a maximum of 200%.
The variable bonus was determined as follows:
60% based on the Group’s organic growth, operating
profit and return on capital employed.
40% based on personal targets, including customer sat-
isfaction, the integration of APC and divestment of small
UPS systems, growth of new businesses and investment in
BRIC.
At its meeting of February 19, 2008, the Supervisory Board
noted or determined achievement levels of 180% for the
targets related to the Group’s financial results and 180%
for the personal targets.
Jean-Pascal Tricoire was paid a salary of 700,000 for
2007 and a variable bonus for 2006, determined by the Su-
pervisory Board on February 20, 2007, of 1,073,403. The
variable bonus for 2007, paid in 2008, as determined by
the Supervisory Board on February 19, 2008, amounted
to 1,260,000.
Benefits
At its meeting on May 3, 2006, the Supervisory Board de-
cided that Mr. Tricoire should continue to be entitled to all
the employee benefits provided for in his service contract
with Schneider Electric Industries S.A.S. He is therefore
covered by the Schneider Electric Industries employee
benefit plan and pension plan for French senior executives
(see above). In addition, under the procedure applicable to
related party agreements, the Supervisory Board author-
ized the signature of an addendum to his service contract
stipulating that:
His service contract will resume when he ceases to be an
officer
(mandataire social) of Schneider Electric and
Schneider Electric Industries S.A.S., with compensation
equal to what he received as Chairman of the Management
Board and CEO plus a variable bonus calculated on the
basis of his average target bonus for the two previous years.
His period as an officer (mandataire social) of Schneider
Electric SA will be taken into account for the calculation of
the termination benefit payable under his service contract.
This termination benefit, including the benefit provided for
in the industry collective bargaining agreement (Conven-
tion Nationale des Ingénieurs et Cadres de la Métallurgie)
,
is evaluated at December 31, 2008 at two years of his tar-
get annual compensation (salary plus target variable
bonus).
He will receive the equivalent of two years of his last tar-
get annual compensation in the event he should resign fol-
lowing a material change in Schneider Electric SA’s
shareholder structure that could substantially modify the
membership of the Supervisory Board.
Should he leave the Company for any reason, the Com-
pany may evoke the non-compete agreement in his serv-
ice contract and the provisions of the industry collective
bargaining agreement
(Convention Nationale des In-