APC 2013 Annual Report Download - page 161

CORPORATE GOVERNANCE
REGULATED AGREEMENTS AND OBLIGATIONS
subject to performance conditions and only in case of
3°) of asserting his pension rights within a short time period, then the
involuntary severance, to retain all of the stock options, stock right to receive top-hat pension benefits under article39 and
grants and performance stock grants allocated to him but as article83 will be deferred for two years.
yet unvested should he leave the company and only if his
Compensation of the Vice-chairman Lead
departure is classified as involuntary severance and is not the
result of serious or gross misconduct;
Director
to authorize the continuation of the non-compete agreement4°)
provided for under Mr. Babeau’s work contract. This
The board of directors of April25, 2013 decided on the
agreement however has been amended to bring its general
compensation of the Vice-chairman Lead Director. It therefore
structure in line with Mr. Tricoire's agreement.
stipulated that as part of his duties as Vice-president Lead Director
Under his work contract, MrBabeau keeps the benefits of the as defined in the statutes and the board’s internal regulations and
top-hat pension benefits applicable to senior executives or procedures, MrLachmann will receive a salary of EUR250,000 per
employees of Schneider Electric IndustriesSAS (article39 plans year payable semi-annually in the framework of an agreement
and article83 plans). Nevertheless, it is stipulated that if MrBabeau provided for in articleL.225-46 of the French Commercial Code.
is to receive involuntary severance pay while he has the possibility
Agreements signed in previous years and approved by the General Meeting
3
When his term as Chairman of the management board was following a material change in Schneider Electric’s shareholder
renewed in May2012, the supervisory board renewed the status of structure or a re-orientation of the strategy pursued and
Jean-Pascal Tricoire, with a few adjustments adopted in promoted by him until that time;
May2009. This status was approved at the General Meeting of retains, subject to performance conditions, all unvested stock
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May3, 2012. It was amended by the board in May2012. The options, stock options and performance shares should he leave
amendments were approved at the General Meeting of April25, the company.
2013. Under this status, Jean-Pascal Tricoire, Chairman and CEO: At its meetings of April23 and December17, 2009, the
benefits from the top-hat pension benefits for Group Senior
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supervisory board agreed that Emmanuel Babeau would continue
Management, the Schneider ElectricSA employee benefit plan to benefit from the top-hat pension benefits for senior executives
and the supplementary health, disability and death coverage provided under his work contract with Schneider Electric
available to the Group’s Senior Management; IndustriesSAS. The General Meeting of April22, 2010 approved
this benefit.
is bound by a non-compete agreement;
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is entitled, subject to performance conditions, to termination
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On February21, 2012 the supervisory board gave the
compensation as part of his functions as a corporate officer, management board authorization to change the top-hat pension
capped at twice the arithmetic mean of the effective annual benefits for the Schneider Group’s directors to comply with the
compensation (fixed and variable) for the last three years, taking AFEP/MEDEF recommendations that provide for progressive
into account compensation provided for in the non-compete acquisition of rights according to length of service. It has also
agreement provided for by the commitment described above authorized management board members to benefit from the
and provided that he resigns, is dismissed or is not re-appointed modified plan.
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2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC