APC 2014 Annual Report Download - page 161

CORPORATE GOVERNANCE
REGULATED AGREEMENTS AND OBLIGATIONS
commitment described above and provided that he resigns, Is bound by his non-compete agreement should he leave the
4)
is dismissed or is not re-appointed following a material company; the agreement lasts for one year and
change in Schneider Electric’s shareholder structure or a compensation is set at 60% of gross target compensation
re-orientation of the strategy pursued and promoted by him over the previous 12 months. This obligation has been
until that time. The Involuntary Severance Pay will not be due amended in order to integrate the new AFEP/MEDEF
if Jean-Pascal Tricoire’s departure is motivated by wrongful recommendations (see non-compete obligation page316);
or gross misconduct;
Will retain coverage under the top-hat pension benefits 5)
Will, subject to performance conditions and only in case of3) (article39) for Group Senior Management subject to the
Involuntary Severance not resulting from wrongful or gross French social security system. However, as previously stated,
misconduct, retain all of the stock options, stock grants and Mr. Tricoire lost the benefit of this scheme in February 2015.
performance stock grants allocated to him but as yet
unvested should he leave the company;
Status of Emmanuel Babeau
Pursuant to the recommendations of the AFEP/MEDEF code and Was subject to the non-compete agreement provided for3)
the provisions of the TEPA act, at its meetings of June 18 and 19 under Mr. Babeau’s work contract;
and October 25, 2013, the board of directors adopted the status
Retained, under his work contract, the benefits of the top-hat4)
of Emmanuel Babeau who also had a work contract with
pension schemes applicable to top executives or employees
3
Schneider Electric Industries SAS (of which he resigned on
of Schneider Electric Industries SAS (article 39 plans and
February 18, 2015) and a management contract with Schneider
article 83 plans).
Electric Services International (who ended in June 2014) and has a
Subject to performance conditions and only in case of5)
contract with Invensys (since July 1, 2014): Per his status
Involuntary Severance, retained all of the stock options,
approved by the General Assembly of May 6, 2014, Mr. Babeau:
stock grants and performance stock grants allocated to him
Benefitted from supplementary health, incapacity, disability1) but as yet unvested should he leave the company and only if
and death coverage available to the Group's French senior his departure is classified as Involuntary Severance and is not
executives under his work contract and coverage under the result of wrongful or gross misconduct;
individual Group accident policies. Mr. Babeau was also
The board of directors renewed all of these commitments at the
covered under the Schneider Electric Industries SAS
level of Schneider Electric SE, except the benefit of supplementary
employee benefit plan, which offers health, disability and
schemes ‘article 39’ that the board of directors removed and the
death coverage;
right to keep options and performance shares not vested that the
Benefitted from Involuntary Severance pay. This Involuntary2)
board of directors previously granted.
Severance Pay is capped, taking into account the
compensation provided for in the non-compete agreement
described below, at twice the average of the effective annual
remuneration for the last three years, which includes
payment of compensation of all types, including the agreed
or legal severance pay to which Mr. Babeau would have the
right, if applicable, based on his work contract;
Other Agreements
An agreement relating to the remuneration for special assignments As part of the outsourcing in 2012 of the top-hat pension plan for
conducted by the Vice-chairman/Lead director and the resources Senior Management implemented in 1995 (closed plan) and the
placed at his disposal has been signed with Henri Lachmann and new top-hat pension plan for Directors who are members of the
has been approved by the General Meeting of May 6, 2014. An Executive Committee (new plan), two agreements have been
agreement relating to the remuneration for special assignments signed with AXA and approved by General Meetings of May 3,
conducted by the Vice-chairman/Lead director has been signed 2012 and April 25, 2013.
with Leo Apotheker and will be approved by the General Meeting
of April 21, 2015.
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2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC