Paris, 26th April 2011
Indemnity which may be payable to Jean-Paul Herteman in respect of termination of office
(article L. 225-42-1 of the French Commercial Code)
The Board of Directors, during its 21 April 2011 meeting, approved the following regulated commitment to the benefit of the Chairman of the Board and CEO, Mr. Jean-Paul Herteman:
- In the event of the early termination of office at the Board’s initiative: in the event of early termination of his office as Chairman of the Board and CEO, for whatever reason except gross or wrongful misconduct (including as a result of merger with or into another company, of health reason or of strategic difference in opinion with the other Board members), he will benefit from an indemnity equivalent to two years of his compensation amount, fixed and variable.
Compensation used as a reference shall be equal to his average compensation amounts, fixed and variable, received over the three years preceding termination of office.
Payment of the indemnity shall only occur provided that variable compensation received over the three years preceding termination of office is at least equal or above 80% of the targeted variable compensation.
If not, the Board of Directors will assess the amount of indemnity, if any.
- Additional retirement: in the event of the setting up of an additional retirement plan benefiting the executives of the Group, the Chairman of the Board and CEO will also benefit from this additional retirement plan, provided that performance objectives, identical to those provided in the event of early termination by the Board, are met.
The above regulated agreement, in compliance with article L. 225-42-1 of the French Commercial Code, shall be submitted to the next shareholders’ meeting for approval pursuant to article L. 225-40 of the French Commercial Code.