Connect - Schneider Electric

7 GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA
PERFORMANCE SHARE GRANTS AND STOCK OPTION PLANS
Description of phantom shares
Phantom shares are akin to performance shares and are subject to
specifi c performance criteria. The benefi ciary receives the proceeds
in cash.
Lock-up arrangements applicable to members
of the Management Board
The Supervisory Board has set:
• a retention target of shares representing three years of base
salary for Jean-Pascal Tricoire, and two years of base salary for
Emmanuel Babeau. Calculation of the number of shares held is
based on Schneider Electric SA shares equivalent to the FCP
(Company Mutual Fund) units invested in Schneider Electric
shares held by the benefi ciaries.
In accordance with the provisions of articles L.225-185 and
L.225- 197-1 of the French Commercial Code and the AFEP/MEDEF
guidelines, the Supervisory Board has approved the following:
• retention of a proportion of shares arising from the exercise of
options granted under plans 30 and following must be held in a
registered account. This number corresponds to a percentage
of the capital gains realised through exercise of the options, net
of taxes and obligatory contributions and the sums necessary
to fund the purchase of such shares. The percentage is fi xed at
25% for Jean-Pascal Tricoire and 15% for Emmanuel Babeau;
• mand atory retention beyond the lock-up period of a percentage
of the shares acquired under plans 3 and following. The
percentage is fi xed at 25% for Jean-Pascal Tricoire and 15% for
Emmanuel Babeau;
• obligatory investment in Schneider Electric SA shares of 10% of
the selling price (net of taxes and contributions) of performance
shares grants acquired through plans set up in 2009.
These obligations are suspended once the shareholding targets
described above are met.
250 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC
Stock options and stock grants held by
members of the Management Board
Mr Jean-Pascal Tricoire
As of December 31, 2011, Jean-Pascal Tricoire held 859,336 options
of which 190,000 based on Group performance criteria, 147,500 stock
grants also subject to performance criteria, 6,750 shares acquired
under share plan 3 which will become available as of December 19,
2012, and 10,588 shares under plan 1 which became available as of
December 21, 2011.
The vesting period for plan 8 expired on December 21, 2011.
However, determination of the level of achievement of the
performance criteria required the closure and publication of the
2011 fi nancial statements, which occurred on February 22, 2012.
As a result, delivery of the securities was deferred to that date.
Mr Emmanuel Babeau
As of December 31, 2011, Emmanuel Babeau held 40,000 options,
including 30,000 based on performance criteria, and 52,000 stock
grants, of which 49,500 were subject to performance criteria.
The vesting period for plan 8 expired on December 21, 2011.
However, determination of the level of achievement of the
performance criteria required the closure and publication of the
2011 fi nancial statements, which occurred on February 22, 2012.
As a result, delivery of the securities was deferred to that date.