APC 2012 Annual Report Download - page 264

2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC262
GENERAL PRESENTATION OF SCHNEIDER ELECTRICSA
7PERFORMANCE SHARES AND STOCK OPTION PLANS
Description of phantom shares
Phantom shares mirror performance shares and are subject to
specifi c performance criteria. The benefi ciary receives the proceeds
in cash.
Lock-up arrangements applicable to members
of the Management Board
The Supervisory Board has set:
•a retention target of shares representing three years of base
salary for Jean-Pascal Tricoire, and two years of base salary for
Emmanuel Babeau. Calculation of the number of shares held
is based on Schneider ElectricSA shares and the equivalent in
shares of the FCPE units invested in Schneider Electric shares
held by the benefi ciaries.
In accordance with the provisions of articles L.225-185 and L.225-
197-1 of the French Commercial Code and the AFEP/MEDEF
guidelines, the Supervisory Board has approved the following:
•retention of a proportion of shares arising from the exercise of
options granted under plans30 and following must be held in a
registered account. This number corresponds to a percentage
of the capital gains realized through exercise of the options, net
of taxes and mandatory contributions and the sums necessary
to fund the purchase of such shares. The percentage is fi xed at
25% for Jean-Pascal Tricoire and 15% for Emmanuel Babeau;
•mandatory retention beyond the lock-up period of a percentage
of the shares acquired under plans 3 and following. The
percentage is fi xed at 25% for Jean-Pascal Tricoire and 15% for
Emmanuel Babeau;
•mandato ry investment in Schneider ElectricSA shares of 10% of
the selling price (net of taxes and contributions) of performance
shares grants acquired through plans set up since 2009.
These obligations are suspended once the shareholding targets
described above are met.
S tock options and performance shares held
bymembers of the Management Board
Mr.Jean-Pascal Tricoire
As of December 31, 2012, Jean-Pascal Tricoire held
396,574options not based on Group performance criteria, of which
100,000options are not exercisable, (i) 100,000shares subject to
performance criteria, and (ii) 47,500shares acquired under share
plans5 and8, which will become available as of February23, 2014.
Mr.Emmanuel Babeau
As of December 31, 2012, Emmanuel Babeau held
(i)40,000options, whose performance conditions were 100% let
for options subject to conditions, and (ii) 42,000 shares, subject
to performance conditions , and (iii) 10,000shares acquired under
share plans7 and8, which will become available as of February23,
2014 for 7,500shares (plan8) and August21 , 2014 for 2,500shares
(plan7).