APC 2010 Annual Report Download - page 129

CORPORATE GOVERNANCE
3
MANAGEMENT INTERESTS ANDCOMPENSATION
2) MrTricoire will be due compensation in the event of termination,
capped at 2 years 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 calculate 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%.
The achievement rate of Group performance objectives for the
last three years is, onaverage,118%. These objectives were
based on the Group’s overall performance (organic growth,
EBIT, ROCE, cash generation and customer satisifaction);
3) unless a mutually agreeable arrangement is found, should
MrTricoire leave the Company it may evoke his non-compete
agreement, which 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, provided that 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 his departure is
50% or higher.
MrTricoire’s travel and entertainment expenses are reimbursed
by the Company. He has a company car and may also use the
chauffeur-driven company cars made available to Group Senior
Management. This benefi t in kind can be estimated at EUR5,146.
Emmanuel Babeau
Under his service contract with Schneider Electric Industries SAS,
Emmanuel Babeau is covered by the top-hat pension plan for senior
executives in France (see above) and is also entitled to a termination
benefi t should the employer terminate the contract. This termination
benefi t, including the benefi t provided for in the industry collective
bargaining agreement (Convention Nationale des Ingénieurs et
Cadres de la Métallurgie), is capped at two years of his target annual
compensation (salary plus target variable bonus).
Should MrBabeau leave the Company for any reason, the Company
may evoke the non-compete agreement in his service contract
and the provisions of the industry collective bargaining agreement
(Convention Nationale des Ingénieurs et Cadres de la Métallurgie),
which call for monthly payment of an amount equivalent to 50%
to 60% of the average monthly compensation for the last twelve
months of presence (salary plus paid bonus). This payment is due
for one year, renewable once.
MrBabeau’s travel and entertainment expenses are reimbursed
by the Company. He has a company car and may also use the
chauffeur-driven company cars made available to Group Senior
Management. This benefi t in kind can be estimated for the period
at EUR5,517.
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 127