APC 2014 Annual Report Download - page 157

CORPORATE GOVERNANCE
INTERESTS AND COMPENSATION OF GROUP SENIOR MANAGEMENT
Exercise of options and performance shares made available during
thefinancialyear
Exercise of stock options or share purchase options during the financial year by each executive director
Number of options
Plan no. Plan date Exercise price Exercise dateexercised
Jean-Pascal TRICOIRE 30 12/19/2007 20,000 45.71 04/06/2014
Emmanuel BABEAU - - - - -
Performance shares made available for each executive director
Number of shares made
Plan Date ofavailable during the
Name Plan date Acquisition conditionsno. financial year availability
100% of shares – 2011 EBITA
excluding restructuring costs and
share of Revenue generated in new
Jean-Pascal TRICOIRE 5 01/05/2009 22,500 02/22/2014 economies 3
100% of shares – 2010 & 2011
EBITA excluding restructuring costs
and acquisitions post 12/31/2009
and share of Revenue generated in
8 12/21/2009 25,000 02/22/2014 new economies
Emmanuel BABEAU 7 08/21/2009 2,500 08/21/2014 Withour performance conditions
100% of shares – 2010 & 2011
EBITA excluding restructuring costs
and acquisitions post 12/31/2009
and share of Revenue generated in
8 12/21/2009 7,500 02/22/2014 new economies
Commitments made to the benefit of the
new status. However, Mr. Babeau having been brought to resign
from his employment contract with Schneider Electric Industries
executive directors
SAS, the board of directors of February 18, 2015 renewed Mr.
In accordance with AFEP-MEDEF guidelines, Jean-Pascal Tricoire Babeau’s status, subject to adaptations linked to the removal of
resigned from his work contract when he was reappointed his employment contract and the supplementary pension
Chairman of the management board on May3, 2009. The schemes ‘article 83’ and ‘article 39’ (see pages 296 and 297).
supervisory board has defined the benefits granted to him as
Long-term commitments
Chairman of the management board. The 2009 Shareholder’s
Meeting approved the status as defined. This new status was
Pension obligations
renewed and approved by the General Meeting in 2012 in relation
to the renewal of Mr.Tricoire's term in office. Due to the change in Mr. Tricoire and Mr. Babeau are no longer covered by the
governance, the status of Jean-Pascal Tricoire was renewed by defined-benefit top-hat pension benefits for Group Senior
the board of directors at its meetings on April25 and June18 and Management (article 39), as described on page 146 according to
19, 2013. board of directors’ decision dated February 18, 2015 (see pages
However, the board tightened the conditions under which benefits 295 to 297).
are granted to him if he left the Group. Accordingly, among other
Life & disability schemes
aspects, the performance conditions related to the Involuntary
Severance Pay were made more stringent. Also, the right to retain Mr. Tricoire and Mr. Babeau, who are granted benefits under the
all of the stock options, stock grants/performance stock grants Schneider Electric SE and Schneider Electric Industries SAS
allocated to him has been restricted only for the event of employee benefit plans, which offers health, disability and death
Involuntary Severance. The General Assembly of May 6, 2014 coverage, also have additional coverage for health, disability and
approved renewal of Mr. Tricoire’s status. death available to Group Senior Management under French
contract, as well as Group personal accident insurance policies in
Due to the change of governance, the board of directors also case of disability or death resulting from an accident, also benefit
approved the status of Emmanuel Babeau. This status was from a spouse’s annuity in case of death or a pension, with a
aligned, with certain limitations/reservations related to his status reversion for surviving spouse, in case of disability as long as
as an employee of Schneider Electric Industries SAS, with that of these risks occur before the end of their mandate or after the age
Jean-Pascal Tricoire (see Registration Document 2013 page 295). of 55 if they left the company in case of dismissal or disability.
The General Assembly of May 6, 2014 approved Mr. Babeau’s Eligibility for this supplementary coverage and for the benefits
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2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC