APC 2012 Annual Report Download - page 294

292 2012 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
8 AUDITORS’ SPECIAL REPORTS
It may be terminated annually by the parties, subject to giving
notice of its decision prior to October31 for it to take effect on
December31 of the same year.
The amount of insurance premiums will be based on the results
of periodic actuarial valuations on the respective commitments of
contracting companies.
The guarantees granted by the insurer were entered into on
normal terms and conditions.
Provisions defining the new status of Jean-Pascal
Tricoire (authorized by the Supervisory Board on
February21, 2012 and approved by the Shareholders’
Meeting of May3, 2012)
Because of the abandonment of his employment contract with
Schneider Electric Industries SAS on May3, 2009, Mr.Jean-Pascal
Tricoire has a redesigned status which provides that Mr. Jean-
Pascal Tricoire:
1°) shall keep the benefi ts from the supplementary health,
incapacity, disability and death cover available to the Group’s
French senior executives. The contingency and supplementary
cover compensation are nevertheless now subject to performance
criteria. Compensation is subject to one of the following two criteria
being present: positive average net profi t of the fi ve years preceding
the event, or positive average free cash fl ow for the fi ve years
preceding the event.
2°) shall benefi t from termination benefi ts due in the event of leaving
his corporate appointment, now capped at twice the mathematical
average of the effective annual remuneration for the last three years
(hereinafter “Maximum Amount”) taking into account the non-
compete compensation listed below and subject to performance
criteria.
The right to compensation is available in the following cases:
•dismissal, non-renewal or resignation as a member or as
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;
•dismissal, non-renewal or resignation as a member or as Chairman
of the Management Board in the event of a reorientation of the
strategy pursued and promoted by him until that time, whether
or not in connection with a change in shareholder structure as
described above;
•dismissal, non-renewal or resignation as a member or as
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).
Compensation will depend on the mathematical average of the rate
of achievement of Group performance objectives used to determine
the variable portion of Mr. Tricoire’s compensation for the three
fi nancial years preceding the date of the Board Meeting at which
the decision is made.
If the mathematical average of Group performance objectives rate
over the past three fi nancial years is:
•less than 50%: no compensation will be paid;
•equal to 50%: 75% of the Maximum Amount will be paid;
•equal to 100%: 100% of the Maximum Amount will be paid;
•between 50% and 100%: compensation is calculated on a
straight-line basis at a rate of 75% to 100% of the Maximum
Amount.
3°) retains forthwith, subject to performance criteria, the benefi t of
his stock options, stock grants and performance shares granted to
him or that will be granted to him, should he leave the Company,
the performance criterion depends on the mathematical average of
the rate of achievement of Group performance objectives, used to
determine Mr. Jean-Pascal Tricoire’s bonus for the three completed
fi nancial years preceding his departure, will be equal to at least 50%
of the target.
In addition, Mr. Jean-Pascal Tricoire shall continue to enjoy:
•the collective pension plan applicable to employees of Schneider
Electric SA and Schneider Electric Industries SAS, covering
sickness, disability and death.
•the modifi ed top-hat pension plan for Schneider Group
senior executives as authorized by the Supervisory Board on
February21, 2012.
Furthermore, he is bound by his non-compete agreement should
he leave the company, unless a mutually agreeable arrangement is
found; the agreement is for a period of one year and is remunerated
(60% of target remuneration): fi xed + variable).
The benefit of top-hat pension plans of the Group’ s
French executives granted Mr. Emmanuel Babeau
The Supervisory Board, at its meetings held on April 23, 2009
and December 17, 2009, authorized 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 Industries S.A.S. 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
twenty-two thousand euros per year.
Signed at Paris-La Défense and Courbevoie, March20 , 2013
The Statutory Auditors
ERNST & YOUNG et Autres MAZARS
Yvon Salaün David Chaudat