APC 2010 Annual Report Download - page 273

ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
AUDITORS’ SPECIAL REPORTS
If the mathematical average is:
•Less than 50%: no compensation will be paid;
•Equal to 50%: 75% of the maximum compensation will be paid;
•Equal to 100%: 100% of the maximum compensation will be
paid;
•between 50% and 100%, compensation will be calculated on
a straight-line basis at a rate of 75% to 100% of the maximum.
These terms and conditions are the same as those fi xed by the
Supervisory Board Meeting of February 19, 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, should Mr.
Tricoire leave the Company it may invoke 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;
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 compensation for the three full years preceding
prior to his departure is 50% or higher.
Benefit from the top-hat pension plan for Schneider
Electric senior executives granted to Mr. Emmanuel
Babeau.
The Supervisory Board, at its meetings held on April 23, 2009
and December 17, 2009, has authorised Mr. Emmanuel Babeau
to benefi t from the top-hat pension plan for Schneider Electric
senior executives, as he is entitled under his service contract with
Schneider Electric SA. In the event that Mr. Babeau is still in offi ce
at the 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 EUR 20 thousand
euros per year.
Agreement with AXA (Board of Directors Meeting
onJanuary 06, 2006)
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, March 18, 2011
The statutory Auditors
French original signed by
Ernst & Young et Autres
Yvon SALAÜN
MAZARS
David CHAUDAT
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 271
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