SAINT_GOBAIN_REGISTRATION_DOCUMENT_2017

6

Corporate governance Management and Directors’ compensation

Employment contract, retirement benefits and termination benefits 2.2.4 allocated in case of termination of office of the Chairman and Chief Executive Officer TABLE 11 – EMPLOYMENT CONTRACT, RETIREMENT BENEFITS AND TERMINATION BENEFITS ALLOCATED IN CASE OF TERMINATION OF OFFICE OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER (AMF NOMENCLATURE)

Benefits due or falling due owing to termination or a change of functions

Non-compete indemnity

Supplementary pension plan

Name

Employment contract

b

Yes

No

Yes

No

Yes

No

Yes

No

Pierre-André de Chalendar Chairman and Chief Executive Officer ɸ

ɸ

ɸ

ɸ

Xɸ (1)

X

X

X

Termination of his employment contract as of Juneɸ3, 2010. (1)

At its meeting of March 20, 2014 and at the recommendation of the Nomination, Remuneration and Governance Committee, the Board authorized renewal of the following commitments in favor of Pierre-André de Chalendar, Chairman and Chief Executive Officer, corresponding to components of compensation, indemnities or benefits due or to be due for termination of his duties as Chairman and Chief Executive Officer of Compagnie de Saint-Gobain, within the scope of application of Article L.225-42-1 of the French Commercial Code. These commitments were approved by the General Shareholders’ Meeting of June 5, 2014 (resolutions 6, 7 and 8). The terms of these commitments, similar to those of 2010, were amended on the occasion of their renewal to incorporate the new recommendations introduced by the revised version of the AFEP-MEDEF code, published in June 2013. In view of the renewal of the Director’s term of office of Pierre-André de Chalendar which will be proposed to the General Shareholders’ Meeting to be held on June 7, 2018, the shareholders will be asked to vote on the renewal of these commitments (see Chapter 6, Section 2.2.6). The conditions applying to Pierre-André de Chalendar’s compensation for termination of office as Chairman and Chief Executive Officer of Compagnie de Saint-Gobain are the following: Forced departure The indemnity for termination of office may only be paid in the event that Pierre-André de Chalendar’s loss of office as Chairman and Chief Executive Officer was due to forced departure, regardless of the form such departure might take, and related to a change of control or strategy under the following circumstances: he is removed before the end of his term of office or his „ mandate as Chairman and Chief Executive Officer is not renewed on expiry, unless this is at his own initiative, or in the event of gross or willful misconduct or serious Compensation for loss of office of the a) Chairman and Chief Executive Officer

misconduct not related to his duties as Chairman and Chief Executive Officer; or he is forced to resign within the twelve months following: „ the date of approval by the shareholders of a merger or „ demerger affecting Compagnie de Saint-Gobain, or the effective date on which an investor or group of „ investors acting in concert acquire control of the Company (as defined by Article L.233-3 of the French Commercial Code), or the announcement by Compagnie de Saint-Gobain’s „ governance bodies of a significant change in the Group’s strategy leading to a major refocusing of its business. In any case, no compensation for termination of office would be due if Pierre-André de Chalendar were to leave the Company at his own initiative under circumstances other than those described above, or if, upon leaving the Company at his own initiative under one of the circumstances described above, he were eligible to retire during the twelve months following the date on which he ceases his functions, and to receive a pension under the so-called “SGPM” defined-benefit plan for engineers and supervisory employees (see paragraph (c) below). Cap on indemnity for termination of office Pierre-André de Chalendar will be able to receive compensation for termination of office not to exceed a maximum of the equivalent of double his gross total annual compensation, defined as the sum of his final year’s fixed compensation as Chairman and Chief Executive Officer paid as of the date on which his functions cease, and of the average of the variable part of the annual compensation received or receivable as Chairman and Chief Executive Officer for his last three full years in office. This gross total annual compensation is henceforth defined as the “Reference Compensation”. Under no circumstances may the cumulative amount of such indemnity for termination of office and the non-compete indemnity (see paragraph (b) below) exceed twice the amount of Pierre-André de Chalendar’s Reference Compensation.

154 SAINT-GOBAIN - REGISTRATION DOCUMENT 2017