APC 2009 Annual Report Download - page 97

2009 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 95
CORPORATE GOVERNANCE
3
REGULATED AGREEMENTS
Transactions in Schneider Electric shares in 2009 by Senior Management
andmembers of the Supervisory Board and Management Board
Transactions disclosed in application of article621–18-2 of the French Monetary and Financial Code:
Date M/D Name Type of transaction Number Price per share
06/10 Jean-Pascal Tricoire Exercise of stock options 15,000 €51.26
06/10 Jean-Pascal Tricoire Share sale 14,191 €54.50
06/10 Jean-Pascal Tricoire Exercise of stock options 15,735 €51.26
06/10 Jean-Pascal Tricoire Share sale 15,000 €54.00
07/31 Henri Lachmann Exercise of stock options 89,869 €51.26
12/09 Emmanuel Babeau Share purchase 300 €75.18
>
9. Regulated Agreements
At its meeting of January 6, 2006, the Board of Directors authorised
the signature of a shareholders’ agreement between AXA and
Schneider Electric SA. The agreement calls for the continuation of
stable cross-shareholdings between the two groups. In particular,
Schneider Electric SA undertakes to hold no less than 8.8 million
AXA shares, or 0.4% of AXA’s capital, while AXA undertakes to
hold no less than 2.6 million Schneider Electric SA shares or 1% of
Schneider Electric SA’s capital. Each group also holds a call option
that may be exercised in the event of hostile takeover. The one-year
agreement, which is automatically renewed each year unless it is
expressly terminated, was approved by shareholders at the Annual
Meeting of April 26, 2007.
Jean-Pascal Tricoire agreed to resign from his service contract with
Schneider Electric (with 22years of seniority) when he came up for
re-appointment as Chairman of the Management Board on May 2,
2009. In agreement with Mr  Tricoire, the Supervisory Board defi ned
his new status, which took effect on May 3, 2009 and has been
approved by shareholders in Annual Meeting. Under this agreement,
presented on pages 93 and 94 , Mr  Tricoire:
•Benefi ts from the top-hat pension plan for Schneider Electric
senior executives, the Schneider Electric SA employee benefi t
plan and the supplementary health, disability and death coverage
available to the Group’s senior executives;
•Is bound by a non-compete agreement;
•Is entitled to compensation in the event of termination, capped
at 24 months of his target remuneration taking into account
compensation provided for in the non-compete agreement
described above and provided that he resigns, is terminated
or is not re-appointed following a material change in Schneider
Electric’s shareholder structure or a re-orientation of the strategy
pursued and promoted by him until that time. The amount due
will be subject to performance criteria;
•Retains all unvested stock options, stock grants and performance
stock grants should he leave the Company, subject to performance
criteria.
At its meetings of April 23 and December 17, 2009, the Supervisory
Board agreed that Emmanuel Babeau will continue to benefi t from
the top-hat pension plan for senior executives provided under his
service contract with Schneider Electric Industries SAS, pending
approval by shareholders at the Annual Meeting of April 22, 2010
(see page 232 ). The Statutory Auditors’ report on these agreements
and commitments is presented on page 227 .
As of December 31, 2009, members of Senior Management held:
•645,582 options, including 201,250 subject to the attainment of
Group performance criteria;
•303,800 SARs, including 226,000 subject to performance criteria;
•64,334 stock grants, including 61,688 subject to performance
criteria.
During 2009, the members of Senior Management exercised a total
of 43,819 stock options granted under plans 20, 24 and 26 at a
weighted average price of EUR 54.47.