APC 2009 Annual Report Download - page 230

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC228
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8AUDITORS’ SPECIAL REPORTS
date of his retirement, these plans (defi ned contribution plan,
article 83, and defi ned benefi t plan, article 39) will ensure him
a pension equal to 25% of his average salaries over the last
three years. Nevertheless, in the event that Mr  Babeau leaves
the Group before his retirement, the contributions related to
article83 would be his. These contributions represent a capital
constituting a guaranteed income, capital which increases by
EUR20 thousands euros per year.
Agreements entered into in 2009 or in prior
years that remained in force during the year
In application of the French Commercial Code, we were also
advised of the following agreements entered into in 2009 or in prior
years, which remained in force during the year:
•measures defi ning Jean-Pascal Tricoire’s new status (agreed or
authorised by the Supervisory Board on February18, 2009 and
approved by the Shareholders’ Meeting of April23, 2009);
•because of the resignation from his service contract with
Schneider Electric Industries on May3, 2009, Mr Jean-Pascal
Tricoire benefi ts from a new status authorised by the Supervisory
Board on February18, 2009. Under the agreement:
1) Mr Tricoire will continue to benefi t from:
–the Schneider Electric SA and Schneider Electric Industries
SAS employee benefi t plan, which offers health, disability and
death coverage,
–the supplementary health, disability and death coverage
available to the Group’s senior executives,
–the top-hat pension plan for Schneider Electric senior
executives described in the Supervisory Board Chairman’s
report in accordance with article L. 225-68 of the French
Commercial Code;
2) the compensation due in the event of termination will be capped
at 24months of Mr Tricoire’s target remuneration (fi xed salary and
target bonus) taking into account compensation provided for in
the non-compete agreement described below. The amount due
will be subject to performance criteria.
Compensation will be due in the event that:
–Mr  Tricoire resigns, is terminated or is not reappointed as
a member or Chairman of the Management Board in the
12months following a material change in Schneider Electric’s
shareholder structure that could change the membership of
the Supervisory Board,
–Mr  Tricoire resigns, is terminated or is not reappointed as a
member or Chairman of the Management Board following a
reorientation of the strategy pursued and promoted by him
until that time, whether or not in connection with a change
in Schneider Electric’s shareholder structure, as described
above,
–Mr Tricoire is asked to resign, is terminated or is not reappointed
as a member or Chairman of the Management Board when
the mathematical average of the level of attainment of Group
targets used to calculated his variable bonus was 50% or
higher in the four full fi nancial years preceding his departure (or,
if he has been a member and Chairman of the Management
Board for less than four years in the number of full fi nancial
years since his appointment).
Payment of compensation will depend on the mathematical
average of the rate of achievement of performance objectives
used to determine the variable portion of Mr  Tricoire’s
remuneration for the three full years preceding the date of the
Board Meeting at which the decision is made.
If the mathematical average is:
–less than 50%: no compensation will be paid,
–equal to 50%: 75% of the compensation will be paid,
–equal to 100%: 100% of the compensation will be paid,
–between 50% and 100%, compensation will be calculated on
a straight-line basis at a rate of between 75% and 100%.
These terms and conditions are the same as those approved
by the Shareholders’ Meeting of April21, 2008 in accordance
with the provisions of France’s “TEPA” law for the compensation
payable to Mr Tricoire in the event of termination;
3) unless a mutually agreeable arrangement is found, the Company
may evoke the non-compete agreement in Mr Tricoire’s service
contract should he leave the Company, that calls for monthly
payment of an amount equivalent to 60% of the average monthly
compensation for the last twelve months of presence (salary plus
paid bonus);
4) Mr Tricoire will retain all of the stock options, stock grants and
performance stock grants allocated or to be allocated to him
should he leave the Company. Compensation will only be
due if the mathematical average of the rate of achievement of
performance objectives used to determine the variable portion
of Mr Tricoire’s remuneration for the three full years preceding the
date of the Board Meeting at which the decision is made is 50%
or higher.
•Shareholders’ agreement with AXA
The shareholders’ agreement between AXA and Schneider
Electric SA, approved by the Board of Directors on January6,
2006, calls for the continuation of stable cross-shareholdings
between the two groups. Each group also holds a call option that
may be exercised in the event of a hostile takeover.
Neuilly-sur-Seine and Courbevoie, February25, 2010
The Statutory Auditors
Ernst & Young et Autres Mazars
Yvon SALAÜN Pierre SARDET