APC 2012 Annual Report Download - page 138

2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC136
CORPORATE GOVERNANCE
3MANAGEMENT INTERESTS ANDCOMPENSATION
Exercise of options and performance shares made available
duringthefinancialyear
Exercise of options to purchase or subscribe shares during the financial year by each corporate officer
Plan no. Plan date
Number
of options
exercised Strike price Strike date
Jean-Pascal TRICOIRE 24 5/6/2004 40,838 EUR27.77 2/23/2012
26 6/28/2005 201,962 EUR30.09 12/28/2012
27 12/1/2005 201,962 EUR35.70 12/28/2012
Performance shares made available for each corporate officer
Name Plan no. Plan date
Number of shares made
available during the
fi nancial year Date of availability Conditions of acquisition
Jean-Pascal TRICOIRE 3 12/19/2007 6,750 12/18/2012 50% of shares – operating
margin and revenue for
fi nancial years 2008 and 2009
Emmanuel BABEAU None
Chairman of the Management Board –
Jean-Pascal Tricoire
In accordance with AFEP/MEDEF guidelines, Mr. Jean-Pascal
Tricoire resigned from his employment contract when he was
reappointed Chairman of the Management Board on May 3,
2009. The Supervisory Board has defi ned the benefi ts granted to
him as Chairman of the Management Board. Under the terms of
his new status according to TEPA Law, approved by the Annual
Shareholders’ Meeting of May3, 2012, Mr.Jean-Pascal Tricoire:
1°) will continue to benefi t from:
–the Schneider Electric SA and Schneider Electric Industries
SAS employee benefi t plan, which offers health, incapacity,
disability and death cover,
–the supplementary health, incapacity, disability and death
cover available to the Group’s French senior executives.
The benefi ts of these contingency and supplementary cover
compensations are, however, subject to performance criteria,
–the Top-Hat p ension scheme for the Group’s Senior
Management described in the Supervisory Board Chairman’s
report in accordance with article L.225-68 of the French
Commercial Code (see page 131 );
2°) Mr. Tricoire will be due compensation in the event of
termination, capped at two years of the mathematical average
of the effective annual remuneration (fi xed and variable) for the
last three years, 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 dismissed 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 dismissed 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 dismissed 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). Nevertheless, the
compensation will not be due if the dismissal or resignation
requested is motivated by serious or gross misconduct
according to the criteria adopted by case law . NB: This
specifi cation was included by the Supervisory Board of May3,
2012. It is subject to the approval of the Shareholders’ Meeting
of April25, 2013.
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 of Group performance objectives
rate is:
–less than 50% of the target: no compensation will be paid,
–equal to 50% of the target: he will receive 75% of the Maximum
Amount,
–equal to 100% of the target: he will receive 100% of the
Maximum Amount,
–between 50% and 100%: he will receive between 75% and
100% of the Maximum Amount calculated on a straight-line
basis according to the rate of achievement.