Eurazeo / 2019 Universal Registration Document

Governance Compensation and other benefits received by corporate officers

The amount of this additional pension is based on the compensation and length of service of beneficiarieson retirement. The total amount of the additional pension is equal to 2.5% of the benchmark compensation per year of service. The cap is reduced from 60% to 45% for beneficiaries present in the Company as of the Shareholders'Meetingof April 25, 2018. The benchmark compensation used to calculate pension entitlement includes the following items, to the exclusion of all others: average compensation received during the 36 months preceding retirement capped attwo-times the fixed compensation. As indicated above, the grant of this benefit is contingent on the beneficiary completing his/her career in the Company. However, Executive Board members leaving the Company after 55 years of age may continue to benefit from this plan, provided they do not undertake any professional activity before the payment of their pension. The financing of this plan is out-sourced. Each year, in line with the change in the obligation which depends in particular on the rate of vesting of contingent rights and the change in technical and discounting rates, Eurazeo makes a payment to the insurance administrator. Payments are subject to a specific contribution of 24%, borne exclusively by the Company. On payment of the pension and in addition to the CSG (up to 6.6%) and CRDS (0.5%) social security contributions, a health insurance contribution (1%) and a solidarity for autonomy additional contribution(0.30%), beneficiariespay a specific employeecontribution,not deductiblefor income tax purposes,which may be as muchas 14%. Other benefits Executive Board membersmay be authorized to receive the following benefits: a companycar; • a senior executiveinsurance policy. • Furthermore, in the event of expatriation, the Company may bear the cost of certain expenses and additional taxes under the conditionsset by the Supervisory Board. Finally, in common with all Company staff, Executive Board members are covered by the same contribution and benefit conditions under Group health, provident and accident insurance plans. Executive Board members also benefit from the defined contribution pension plan open to all employees of the Company, subject to the same contributionconditions, namely: contributionscalculatedbased on Social Security tranche A at the • rate of 2.50%; contributionscalculatedbased on Social Security tranche C at the • overall rateof 11%, paid 45% bythe beneficiary. Executive Board members also benefit from the incentive agreement in forcewithin the Company,like all Companyemployeesin France. Sign-onbonus Where an executive is appointed from outside the Group, the Supervisory Board, at the recommendation of the CAG Committee, may decide to grant a sign-on bonus in accordance with the recommendationsof the AFEP-MEDEF Code, in order to compensate for any revenue that the new executive may have waived on leaving his or her former employer. Non-compete compensation The Supervisory Board may decide to include a twelve-month non-compete obligation for Executive Board members applicable should an executiveresign before the endof his or her termof office. If implemented, this non-compete obligation would result in the payment of gross monthly compensatory benefits equal to 50%

of the average monthly compensation over the 12 months preceding the termination of the term of office and, where applicable, the individual's employmentcontract. In the event of paymentof a terminationbenefit, the combinedtotal of the non-compete allowance and the termination benefit must not exceed the combined total of the fixed and variable compensation paid duringthe two years preceding departure. Since the SupervisoryBoard's decisionof March 7, 2019,non-compete compensation is no longer paid when the executive leaves the Company to claim his/her pension rights or the executive is over 65 yearsold, in accordancewith new regulationsand the AFEP-MEDEF Code. forced departurebefore expiryof the termof office; • dismissal, exceptfor gross or willful misconduct; • each member of the Executive Board is entitled to termination • benefitspotentiallyrepresenting: two (2) years forthe Chairwomanof the ExecutiveBoard, • eighteen (18) monthsfor other Executive Boardmembers, • of full annual compensation (fixed and variable) determined based on compensation payable in respect of the last 12 months. On November 27, 2013,the CAG Committee clarified the situation of “forced departure”. This situation covers any resignation in the six months following a change in control or strategy of the Company. In this event, corporateofficer termination paymentsare due. Furthermore, the Supervisory Board meeting of March 8, 2018, at the recommendation of the CAG Committee, decided not to expressly include the case of non-renewal of the term of office of Executive Board members, includingChairman of the Executive Board, amongst cases giving entitlementto compensation,and to stick to the concept of forced departure. For each ExecutiveBoard member, payment of terminationbenefits is subject to a performance condition assessed by comparing the change in Eurazeo's share price (dividends reinvested) with that ofthe LPX index, between the last date of appointmentand the expiry of the termof office. if Eurazeo's share price (dividends reinvested) achieves 100% or • more of the performanceof the LPX TR index, the ExecutiveBoard membershall receive full termination benefits; if Eurazeo'sshare price (dividendsreinvested)achieves80% or less • of the performance of the LPX TR index, the Executive Board membershall receive two-thirdsof terminationbenefits; betweenthese limits, the terminationbenefits due to the Executive • Boardmember shall be calculatedon a proportionalbasis. Payment shall also not be made if the individual leaves the Company at their own initiative to take up another position, if they change their positionwithin the Group or if they are eligible for a pensionwithin one month of the departure date. Compensationequal to half this amount will be payable if they are eligible for a pension within one to six months of the departure date. In all events, whatever the departure date, the termination benefits received may not exceed the compensation that would have been received for the remaining months to retirement.Finally, when the corporateofficer also holds an employment contract with the Company, termination benefits will include and may not be less than any compensation due pursuant to lawor the collectiveagreement. Members of the Executive Board can be bound to the Company by a permanent employment contract, whose termination conditions (including the notice period) comply with applicable regulations and collective agreements. The employment contract is suspended in the conditions set forthin the AFEP-MEDEFCode. Termination benefits In the event of: forced termination of duties; •

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2019 UNIVERSAL REGISTRATION DOCUMENT

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