APC 2013 Annual Report Download - page 160

3CORPORATE GOVERNANCE
REGULATED AGREEMENTS AND OBLIGATIONS
Regulated agreements 8.
andobligations
Agreements and obligations of 2013 financial year (see chapter 8, page 293)
Renewal of the status of Jean-Pascal Tricoire is bound by his non-compete agreement should he leave the4°)
company; the agreement lasts for one year and
As a reminder, Jean-Pascal Tricoire agreed to resign from his work
compensation is set at 60% of gross target compensation
contract with the Schneider Electric Group (where he had 22
over the previous 12 months. This obligation has been
years’ seniority) when his term as Chairman of the management
amended in order to integrate the new AFEP/MEDEF
board was renewed in May2009; the supervisory board defined
recommendations (cf non-compete obligation page 155);
his new status with his agreement. This status was approved at
will retain coverage under the top-hat pension benefits5°)
the General Meeting of April23, 2009. When his term as Chairman
(article39) for Group Senior Management subject to the
of the management board was renewed in May2012, the
French social security system. Nevertheless, it is stipulated
supervisory board renewed the status of Jean-Pascal Tricoire, with
that if MrTricoire is to receive involuntary severance pay
a few adjustments. This modified status was approved at the
while he has the possibility of asserting his pension rights
General Meeting of May3, 2012.
within a short time period, then the right to receive top-hat
Pursuant to the provisions of the TEPA Act, at its meetings of
pension benefits under article39 plans will be deferred for
April25, June18 and 19, 2013 and October24, 2013, the board
two years.
of directors, as a result of the change in governance, renewed the
Adoption of the status of Emmanuel Babeau
status of Jean-Pascal Tricoire as adopted by the supervisory board
in 2012 subject to a number of adjustments primarily related to the
new governance and the new recommendations of the Pursuant to the recommendations of the AFEP/MEDEF code and
AFEP/MEDEF code. the provisions of the TEPA act, at its meetings of June18 and 19
and October25, 2013, the board of directors, as a result of the
Under the terms of his renewed or amended status, Mr Tricoire: change in governance, adopted the status of Emmanuel Babeau.
is covered under the Schneider Electric SA and Schneider1°)
As a result, MrBabeau, who also has a work contract with
Electric IndustriesSAS employee benefit plan with health,
Schneider Electric IndustriesSAS (hereinafter the “Work Contract”)
disability and death coverage, and is also covered under the
and has signed a management contract with Schneider Electric
employee supplementary health, disability and death
Services International (hereinafter the “Management Contract”), has
coverage available to the Group's senior executives; he is
been authorized by the board:
also covered under individual Group accident policies. The to benefit from the supplementary health, incapacity,
1°)
contingency coverage and supplementary or insurance disability and death coverage available to the Group's French
coverage are nevertheless subject to performance senior executives under his work contract and coverage
conditions; under individual Group accident policies. The contingency
is entitled, subject to performance conditions, to involuntary
2°) coverage and supplementary or insurance coverage are
severance pay, capped at twice the arithmetic mean of the nevertheless subject to performance conditions. MrBabeau
effective annual compensation (fixed and variable) for the last is also covered under the Schneider Electric IndustriesSAS
three years, taking into account compensation provided for employee benefit plan, which offers health, disability and
in the non-compete agreement provided for by the death coverage;
commitment described above and provided that he resigns, to benefit from involuntary severance pay. This severance
2°)
is dismissed or is not re-appointed following a material pay is capped, taking into account the compensation
change in Schneider Electric’s shareholder structure or a provided for in the non-compete agreement described
re-orientation of the strategy pursued and promoted by him below, at twice the average of the effective annual
until that time. remuneration for the last three years, which includes
The involuntary severance pay will not be due if Jean-Pascal payment of compensation of all types, including the agreed
Tricoire’s departure is motivated by serious or gross or legal severance pay to which MrBabeau would have the
misconduct; right, if applicable, based on his work contract. It is stipulated
will, subject to performance conditions and only in case of
3°) that such payments will be accepted only if the severance
involuntary severance not resulting of serious or gross pay is due and in any event, they may not exceed the
misconduct, retain all of the stock options, stock grants and amount of the severance pay as defined below. The
performance stock grants allocated to him but as yet severance pay will not be payable if the departure of
unvested should he leave the company.;MrBabeau is the result of serious or gross misconduct or in
the framework of a dismissal for serious or gross
misconduct;
158 2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC