APC 2013 Annual Report Download - page 308

8SHAREHOLDERS’ MEETING
AUDITORS’ SPECIAL REPORTS
66.67percent; he shall receive 75percent of the Maximum
–
Compensation is capped, taking into account the non-compete
Amount; compensation stipulated below, at twice the mathematical
average of the effective annual remuneration for the last three
at least 100percent; he shall receive 100 percent of the
–
years as authorised by the board of directors (hereinafter
Maximum Amount;
“Maximum Amount”), including the payment of indemnities of
between 66.67 and 100percent; he shall receive
–
any kind such as statutory severance indemnity or severance
compensation calculated on a straight-line basis at a rate of
indemnity pursuant to the collective bargaining agreement to
75 to 100percent of the Maximum Amount.
which Mr. BABEAU would be entitled by virtue of his
It is hereby stipulated that compensation of any kind whatsoever employment contract. It is expressly stipulated that such
which should be awarded by companies of the Group in which compensation shall be recognized exclusively as Involuntary
Mr. Jean-Pascal TRICOIRE exercises duties and responsibilities Severance Pay due to Mr. Emmanuel BABEAU and that in each
shall be deducted from the amount due by Schneider Electric, it and every case, such compensation may not exceed the
being expressly specified that i) such compensation shall be amount defined hereunder of Involuntary Severance Pay.
recognized exclusively as Involuntary Severance Pay due to Mr.
Compensation under the Involuntary Severance Pay scheme:
Jean-Pascal TRICOIRE and that ii) in each and every case, such
compensation may not exceed the amount of Involuntary
shall be provided in the event of the severing of Mr.
–
Severance Pay defined hereunder.
Emmanuel BABEAU’s Employment contract or
Management agreement subsequent to;
Involuntary Severance Pay shall not be due in the event that
termination occurs as a result of serious or gross misconduct;
dismissal, non-renewal or resignation as Deputy Chief–
executive officer in the six months following a material
Mr. Jean-Pascal TRICOIRE retains forthwith, subject to
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change in Schneider Electric’s shareholder structure that
performance criteria and only in the event of his Involuntary
could change the membership of the board of directors
Departure, the benefit of all his stock options, stock grants or
of Schneider Electric SA;
performance shares or any other shares granted to Mr.
dismissal, non-renewal or resignation as Deputy Chief–
Jean-Pascal TRICOIRE or that will be granted to him. The
executive officer in the event of a reorientation of the
performance criterion depends on the mathematical average of
strategy pursued and promoted by him until that time,
the rate of achievement of Group performance objectives, used
whether or not in connection with a change in
to determine Mr. Jean-Pascal TRICOIRE’s bonus for the three
shareholder structure as described above;
completed financial years preceding his departure, will be equal
to at least 66.67percent of the target and on the condition that dismissal, non-renewal or resignation as Deputy Chief–
Mr. Jean-Pascal TRICOIRE’s termination does not occur as a executive officer when the average rate of achievement of
result of serious or gross misconduct. performance objectives used to calculate the variable
bonus in the four full financial years preceding his
Renewal of the above-mentioned items relating to the status of Mr.
departure was 66.67percent.
Jean-Pascal TRICOIRE is subject to approval by the shareholders’
Compensation is subject to and shall depend on the rate of
–
meeting convened to approve the financial statements for the year
achievement of Group performance objectives used to
ended December31, 2013.
determine part of the variable portion of Mr. Emmanuel
Adoption of the status of Mr. Emmanuel BABEAU
BABEAU’s compensation for the three financial years preceding
the date of the board Meeting at which the decision is made.
Person concerned: Mr. Emmanuel BABEAU (Deputy Chief
Hence, if the Group’s performance rate is:
operating officer in charge of Finance and Legal Affairs)
less than 66.67percent; no compensation shall be–
awarded;
Following the change in corporate governance, the board of
directors, in its meeting of June18/19, 2013, authorised, pursuant
66.67percent; he shall receive 75percent of the–
to the recommendations of the AMF and to the AFEP/ MEDEF
Maximum Amount;
code, the commitments and agreements as described hereunder
at least 100percent; he shall receive 100percent of the–
in favor of Mr. Emmanuel BABEAU, who also holds an employment
Maximum Amount;
contract with Schneider Electric Industries SAS (hereinafter the
between 66.67 and 100percent; he shall receive–
"Employment contract") as well as a management agreement with
compensation calculated on a straight-line basis at a rate
Schneider Electric Services International (hereinafter the
of 75 to 100percent of the Maximum Amount.
"Management agreement"):
In the case that the amount granted to Mr. Emmanuel BABEAU
in respect of the above-mentioned terms and conditions (the
Mr. Emmanuel BABEAU benefits from the supplementary health,
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"Amount of Involuntary Severance Pay") and the amount of
incapacity, disability and death cover available to the Group’s
non-compete compensation provided to Mr. Emmanuel
French senior executives under his employment contract as well
BABEAU should exceed the Maximum Amount, the Amount of
as from coverage under the Group personal accident insurance
Involuntary Severance Pay shall be reduced so as to ensure
policies. Contingency and supplementary cover or insurance
that the amount of non-compete compensation does not
compensation plans are nevertheless subject to performance
exceed the Maximum Amount. In any event, statutory
criteria. They are subject to one of the following two criteria
severance indemnity or severance indemnity pursuant to the
being present: positive average net profit of the five years
collective bargaining agreement to which Mr. BABEAU would
preceding the event, or positive average free cash flow for the
be entitled by virtue of his employment contract may not, under
five years preceding the event. Mr. Emmanuel BABEAU also
any circumstances, be reduced. The same shall apply to Mr.
benefits from the collective pension plan applicable to
BABEAU’s non-compete compensation.
employees of Schneider Electric SAS, covering sickness,
incapacity, disability and death.
Such compensation shall not apply in the event that Mr.
–
Emmanuel BABEAU’s departure should arise following
Mr. Emmanuel BABEAU benefits from an Involuntary Severance
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serious or gross misconduct or if his termination should be
Pay scheme (hereinafter “the Compensation”). The
imposed as a result of serious or gross misconduct.
306 2013 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC