APC 2014 Annual Report Download - page 318

8SHAREHOLDERS’ MEETING
SPECIAL REPORT FROM STATUTORY AUDITORS
Electric’s shareholder structure that could change the he is not nor shall not be entitled to accumulate his
–
membership of the Board of Directors; non-compete compensation with payments from a pension
plan.
dismissal, non-renewal or resignation as Chief Executive Officer
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The Board of Directors shall rule, within a period to not exceed
l
in the event of a reorientation of the strategy pursued and eight days from the date of departure of the interested party, on
promoted by him until that time, whether or not in connection the application or the non-application of the non-compete
with a change in shareholder structure as described above; agreement.
lay-off, non-renewal or requested resignation as Chief Executive
l
Stock Options, Stock Grants or Performance Shares
Officer when the average rate of achievement of performance
objectives used to calculate the variable bonus in the four full Mr. Jean-Pascal Tricoire retains forthwith, subject to performance
financial years preceding his departure was 66 percent. criteria and only in the event of his Involuntary Departure, the
The right to Compensation is subject to and shall depend on the benefit of all his stock options, stock grants or performance shares
rate of achievement of Group performance objectives used to or any other shares attributed to him. The performance criterion
determine part of the variable portion of Mr. Tricoire’s depends on the mathematical average of the rate of achievement
compensation for the three financial years preceding the date of of Group performance objectives, used to determine Mr.
the Board meeting at which the decision is made. Jean-Pascal Tricoire’s bonus for the three completed financial
years preceding his departure and shall be equal to at least 66.67
Hence, if the Group's performance rate is: percent of the target on the condition that Mr. Jean-Pascal
less than two-third ; no compensation shall be awarded;
l
Tricoire's termination does not occur as a result of serious or gross
two-third; the interested party shall receive 75 percent of the
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misconduct.
Maximum Amount;
Benefit of the top-hat pension plan with defined
at least 100 percent; he shall receive 100 percent of the
l
benefits (article 83) granted to Mr. Emmanuel
Maximum Amount;
Babeau (authorized by the Supervisory Board on April 23,
between two-third and 100 percent; he shall receive
l
2009, December 17, 2009, April 25, 2013 and June 18/19, 2013
compensation calculated on a straight-line basis at a rate of 75
and approved by the Shareholders' Meetings of April 22, 2010
to 100 percent of the Maximum Amount.
and May 6, 2014)
It is hereby stipulated that compensation of any kind whatsoever Person concerned: Mr. Emmanuel Babeau (Executive Vice
which should be awarded by companies of the Group in which Mr. President in charge of finance and legal)
Jean-Pascal Tricoire exercises duties and responsibilities shall be
deducted from the amount due by Schneider Electric, it being The Supervisory Board, at its meetings held on April 23 and
expressly specified that i) such compensation shall be recognized December 17, 2009, authorized Mr. Emmanuel Babeau to benefit
exclusively as Involuntary Severance Pay due to Mr. Jean-Pascal from the top-hat pension plan with defined benefits (article 83) as
Tricoire and that ii) in each and every case, such compensation he is entitled under his service contract entered into with Schneider
may not exceed the amount of Involuntary Severance Pay defined Electric Industries SAS (in addition to the article 39 pension plan
hereunder. with defined benefits presented above). The aforementioned plan
ensures that in the event Mr. Babeau should leave the Group
Involuntary Severance Pay shall not be due in the event that before his retirement, the contributions related to article 83 shall be
termination occurs as a result of serious or gross misconduct. his. These contributions represent a capital constituting a
Non-Compete Agreement
guaranteed income, capital which increases by twenty-two
thousand euros per year.
Mr. Jean-Pascal Tricoire shall continue to benefit from the
non-compete agreement that binds the interested party to the Your Board of Directors, in its meetings of April 25, 2013 and June
company which shall not exceed one year and shall be 18/19 2013, confirmed the continuation of the benefit of these
remunerated in an amount not exceeding 60 percent of authorized rights and authorized the following change pursuant to the
target gross remuneration. recommendations of the AFEP/MEDEF Code of June 2013. The
aforementioned change stipulates that, if Mr. Emmanuel Babeau is
Furthermore, the Board of Directors in its meeting of October 24, to be provided compensation under the Involuntary Severance Pay
2013, amended Mr. Jean-Pascal Tricoire's non-compete scheme while, at the same time, he has the possibility of receiving
agreement as follows: pension benefits, for a brief interim period, the right to annuity
The Board of Directors shall rule on the application or the
l
payments in respect of his top-hat pension plan shall be deferred
non-application of the agreement at the time of departure of the for a period of two years.
interested person, unless the aforesaid departure results from a This change to Mr. Emmanuel Babeau's top-hat pension plan was
voluntary departure (excluding Involuntary Severance) and approved by the Shareholders’ Meeting of May 6, 2014.
provided that the interested party:
This regulated agreement entered into with Mr. Emmanuel Babeau
has satisfied the conditions criteria regulating the payment
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terminated on February 18, 2015 by means of the resignation of
of Involuntary Severance Pay, and;
his employment.
316 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC