2008 Registration Document - Rexel

eviewed by the Supervisory Board, upon the proposalof the Compensation Committee, and submitted forapproval to the annual shareholders’ meeting in order toensure coherence of the objective with the difficulty of itsimplementation;− the payment of 35% of the contractual indemnities inlieu of notice and for termination of the employmentagreement will be dependent on the level of ATWC(average trade operating working capital) of the Group.This payment will be 100% if the level of ATWC,calculated on the basis of the Company’s consolidatedaudited financial statements for the last financial periodpreceding the date of termination of the employmentcontract (the reference period), reaches a minimum of125% of the performance budgeted for such period. If,during the reference period, the Company’s economicand financial situation and/or the economic and financialconditions of the market deteriorate, this level may bereviewed by the Supervisory Board, upon the proposalof the Compensation Committee, and submitted forapproval to the annual shareholders’ meeting in order toensure coherence of the objective with the difficulty of itsimplementation; and− the payment of 15% of the contractual indemnities in lieu ofnotice and for termination of the employment agreementwill be dependent on the level of ROCE (return on capitalemployed) of the Group. This payment will be 100% if thelevel of ROCE, calculated on the basis of the Company’sconsolidated audited financial statements for the lastfinancial period preceding the date of termination of theemployment contract (the reference period), reaches aminimum of 75% of the performance budgeted for suchperiod. If, during the reference period, the Company’seconomic and financial situation and/or the economicand financial conditions of the market deteriorate, thislevel may be reviewed by the Supervisory Board, uponthe proposal of the Compensation Committee, andsubmitted for approval to the annual shareholders’meeting in order to ensure coherence of the objectivewith the difficulty of its implementation.These indemnities will only be paid after a decision of theSupervisory Board acknowledging the fulfillment of theseconditions.In addition, a non-competition clause is stipulated inJean Dominique Perret’s suspended employment contract.This non-competition prohibition is for a period of 12 monthsfrom the date of the termination of the employmentcontract. As consideration, the monthly non-competitionpayment is equal to one twelfth of his gross fixed annualcompensation.Free SharesPursuant to the provisions of articles L.225-197-1 et seq.of the French Commercial Code and in accordance withthe authorizations granted by the March 20, 2007 ordinaryand extraordinary shareholders’ meeting and by the April 4,2007 Supervisory Board meeting, the Management Boardallocated 5,022,190 free shares of the Company on April 11,2007. In the context of this allocation, 1,223,714 free shareswere allocated to members of the Management Board inthe following amounts:BeneficiaryCorporate officersNumber of sharesallocated for the yearended December 31, 2007Jean-Charles Pauze 518,921Nicolas Lwoff 264,297Pascal Martin 264,297Jean-Dominique Perret 176,199The acquisition of these free shares is subject to, inparticular:− being present within the Group on April 12, 2008, withcertain exceptions being notably death, disability orretirement of the beneficiary; and/or− a performance condition based on EBITDA (earningsbefore interest, taxes, depreciation and amortization) forthe financial year ended December 31, 2007.In addition, in accordance with the authorizations grantedby the May 20, 2008 extraordinary shareholders’ meetingand the May 20, 2008 Supervisory Board meeting, theManagement Board allocated 1,541,720 free shares ofthe Company on June 23, 2008 and 66,241 free sharesof the Company on October 1, 2008. In the context ofthese allocations, the members of the Management Boardreceived 177,451 free shares in the following amounts:BeneficiaryCorporate officersNumber of sharesallocated for the yearended December 31, 2008Jean-Charles Pauze 70,708Nicolas Lwoff 35,581Pascal Martin 35,581Jean-Dominique Perret 35,581The acquisition of these free shares is subject to, inparticular:− being present within the Group, with certain exceptionsbeing notably death, disability or retirement of thebeneficiary; and/or− the following performance conditions: (i) the acquisition of50% of the free shares depends on the change in EBITDAmargin between 2007 and 2009, (ii) the acquisition of 25%of the free shares depends on the level of 2008 EBITDAand (iii) the acquisition of 25% of the free shares dependson the level of 2009 Net Debt / 2009 EBITDA.REXEL 2008 | PAGE 269