APC 2009 Annual Report Download - page 95

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 93
CORPORATE GOVERNANCE
3
MANAGEMENT INTERESTS ANDCOMPENSATION
Plan 3 Plan 5 Plan 8
Performance criteria 50% of shares - 2008 and 2009
operating margin and revenue
100% of shares - 2011
operating margin and share
of revenue generated in new
economies
100% of shares - 2010
and2011 operating margin
andshare of revenue generated
in new economies
Benefits received by members of the Management Board
Management Board
member
Service
contract Supplementary retirement
Payments or benefi ts
may be due in the event
oftermination or change
infunction
Payments in relation
toanon-compete
agreement
Yes No Yes No Yes No Yes No
Jean-Pascal Tricoire See below
“Chairman
of the Mgt.
Board”
See above
“Pension
benefi ts”
See below
“Chairman
of the Mgt.
Board”
See below
“Chairman
of the Mgt.
Board”
Chairman
May 3, 2009
May 2, 2012
Pierre Bouchut See below
“Member
of the Mgt.
Board”
See above
“Pension
benefi ts” (1)
See below
„Member
of the Mgt.
Board”
See below
“Member
of the Mgt.
Board”
Member
May3, 2006
May 2, 2009
Emmanuel Babeau See below
“Member
of the Mgt.
Board”
See above
“Pension
benefi ts” (2)
See below
“Member
of the Mgt.
Board”
See below
“Member
of the Mgt.
Board”
Member
May 3, 2009
May 2, 2012
(1) The amount paid in 2009 to the defi ned contribution plan came to EUR 7,624.
(2) The amount paid in 2009 to the defi ned contribution plan came to EUR 10,979.
Chairman of the Management Board -
Jean-Pascal Tricoire
In accordance with AFEP-MEDEF guidelines, Jean-Pascal Tricoire
resigned from his service contract when he was reappointed
Chairman of the Management Board on May 3, 2009. The
Supervisory Board has defined the benefits granted to him as
Chairman of the Management Board. Under the terms of his new
status, approved by the Annual Shareholders’Meeting of April 23,
2009, Mr Tricoire:
1) Continues 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 (see page88 ).
2) Will be due compensation in the event of termination,
capped at 24 months of his target remuneration (fi xed salary
and target bonus, maximum described below) 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:
(i) 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;
(ii) 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;
(iii) 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 rate of achievement of
performance objectives 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).