Connect - Schneider Electric

Connect - Schneider Electric Connect - Schneider Electric

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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.

Past stock option plans The data below are adjusted for the two-for-one share split , effective September 2, 2011. Plan Plan date Number of benefi ciaries at inception Number of options at inception of which corporate offi cers GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA PERFORMANCE SHARE GRANTS AND STOCK OPTION PLANS Exercise price (in euros) Performance criteria 21 Feb. 5, 2003 433 4,000,000 300,000 22.60 50% of options - 2005 net operating profi t and return on capital employed 22 Feb. 5, 2003 111 222,000 - 22.60 Without - plan reserved to winners of the trophy 23 May 6, 2004 107 214,000 - 27.77 Without - plan reserved to winners of the trophy 24 May 6, 2004 402 4,121,400 300,000 27.77 50% of options - operating margin on revenue - 1/3 per year on 2004, 2005 and 2006 25 May 12, 2005 157 277,000 - 28.23 Without - plan reserved to winners of the trophy 26 Jun. 28, 2005 458 4,007,600 400,000 30.09 50% of options - 2005 and 2006 operating margin and revenue 27 Dec. 1, 2005 419 3,229,800 300,000 35.70 50% of options - 2006 and 2007 operating margin and revenue 28 Dec. 21, 2006 489 2,514,240 224,000 40.67 50% of options - 2007 and 2008 operating margin and revenue 29 Apr. 23, 2007 43 166,300 - 48.52 50% of options - 2007 and 2008 operating margin and revenue 30 Dec. 19, 2007 542 1,889,852 176,400 46.00 50% of options - 2008 and 2009 operating margin and revenue 31 Jan. 5, 2009 328 1,358,000 137,000 26.06 50% of options/100% for the Management Board - 2011 operating margin (4) and 2009 to 2011 EPS compared to a benchmark selection (3) % of targets reached Options cancelled by performance criteria (1) Options outstanding at Dec. 31, 2011 (2) 84.0 283,800 - (5) NA NA - (5) NA NA 22,292 88.9 188,600 571,390 NA NA 44,068 100 - 1,647,570 100 - 1,899,410 100 - 1,800,722 100 - 144,300 - 887,952 841,960 80 (6) - 1,253,300 32 Aug. 21, 2009 1 10,000 10,000 31.30 without - - 10,000 33 Dec. 21, 2009 391 1,652,686 130,000 37.92 50% of options/100% for the Management Board - 2010 and 2011 operating margin (4) and 2011 share of revenue generated in the new economies 100 - 1,624,636 23,662,878 1,977,400 - 1,360,352 9,859,648 (1) Number of shares cancelled for non-achievement of targets (plans 23 to 30). (2) Number of options outstanding after deduction of all cancellations and exercises since the plan was initiated. (3) On the basis of a pre-defi ned and fi xed list of 11 competitor companies. (4) Excluding restructuring costs. (5) 58,778 options for plan 21 and 12,120 options for plan 22 were cancelled following the end of the annual period (February 4, 2011). (6) Application of these performance criteria has resulted in the cancellation of 133,760 options granted under plan 31 in 2012. 2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 251 7

Past stock option plans<br />

The data below are adjusted for the two-for-one share split , effective September 2, 2011.<br />

Plan Plan date<br />

Number of<br />

benefi ciaries<br />

at inception<br />

Number of<br />

options at<br />

inception<br />

of which<br />

corporate<br />

offi cers<br />

GENERAL PRESENTATION OF SCHNEIDER ELECTRIC SA<br />

PERFORMANCE SHARE GRANTS AND STOCK OPTION PLANS<br />

Exercise<br />

price<br />

(in euros) Performance criteria<br />

21 Feb. 5, 2003 433 4,000,000 300,000 22.60 50% of options - 2005 net<br />

operating profi t and return<br />

on capital employed<br />

22 Feb. 5, 2003 111 222,000 - 22.60 Without - plan reserved to<br />

winners of the trophy<br />

23 May 6, 2004 107 214,000 - 27.77 Without - plan reserved to<br />

winners of the trophy<br />

24 May 6, 2004 402 4,121,400 300,000 27.77 50% of options - operating<br />

margin on revenue - 1/3<br />

per year on 2004, 2005<br />

and 2006<br />

25 May 12, 2005 157 277,000 - 28.23 Without - plan reserved to<br />

winners of the trophy<br />

26 Jun. 28, 2005 458 4,007,600 400,000 30.09 50% of options - 2005 and<br />

2006 operating margin and<br />

revenue<br />

27 Dec. 1, 2005 419 3,229,800 300,000 35.70 50% of options - 2006 and<br />

2007 operating margin and<br />

revenue<br />

28 Dec. 21, 2006 489 2,514,240 224,000 40.67 50% of options - 2007 and<br />

2008 operating margin and<br />

revenue<br />

29 Apr. 23, 2007 43 166,300 - 48.52 50% of options - 2007 and<br />

2008 operating margin and<br />

revenue<br />

30 Dec. 19, 2007 542 1,889,852 176,400 46.00 50% of options - 2008 and<br />

2009 operating margin and<br />

revenue<br />

31 Jan. 5, 2009 328 1,358,000 137,000 26.06 50% of options/100% for<br />

the Management Board<br />

- 2011 operating margin (4)<br />

and 2009 to 2011 EPS<br />

compared to a benchmark<br />

selection (3)<br />

% of<br />

targets<br />

reached<br />

Options<br />

cancelled by<br />

performance<br />

criteria (1)<br />

Options<br />

outstanding<br />

at Dec. 31,<br />

2011 (2)<br />

84.0 283,800 - (5)<br />

NA NA - (5)<br />

NA NA 22,292<br />

88.9 188,600 571,390<br />

NA NA 44,068<br />

100 - 1,647,570<br />

100 - 1,899,410<br />

100 - 1,800,722<br />

100 - 144,300<br />

- 887,952 841,960<br />

80 (6) - 1,253,300<br />

32 Aug. 21, 2009 1 10,000 10,000 31.30 without - - 10,000<br />

33 Dec. 21, 2009 391 1,652,686 130,000 37.92 50% of options/100% for<br />

the Management Board -<br />

2010 and 2011 operating<br />

margin (4) and 2011 share<br />

of revenue generated in<br />

the new economies<br />

100 - 1,624,636<br />

23,662,878 1,977,400 - 1,360,352 9,859,648<br />

(1) Number of shares cancelled for non-achievement of targets (plans 23 to 30).<br />

(2) Number of options outstanding after deduction of all cancellations and exercises since the plan was initiated.<br />

(3) On the basis of a pre-defi ned and fi xed list of 11 competitor companies.<br />

(4) Excluding restructuring costs.<br />

(5) 58,778 options for plan 21 and 12,120 options for plan 22 were cancelled following the end of the annual period (February 4, 2011).<br />

(6) Application of these performance criteria has resulted in the cancellation of 133,760 options granted under plan 31 in 2012.<br />

2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC<br />

251<br />

7

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