Universal Registration Document 2021

4 CORPORATE GOVERNANCE AND COMPENSATION COMPENSATION

Characteristics of the ASP 2020 – Performance conditions Performance conditions (Applicable only to Performance Shares)

2 complementary objectives reflecting the key indicators tracked by investors and analysts The delivery of a maximum of 50% of the Performance Shares will be subject to an adjusted EBITA objective assessed over a two-year (2) period from 2021 through 2022 (the “Two-year period”). The Board of Directors of Technicolor will have set at Grant Date: a minimum cumulative EBITA threshold (“EBITA (i) Minimum Threshold”); an intermediary cumulative EBITA threshold (ii) (“EBITA Intermediary Threshold”); a medium cumulative EBITA threshold (“EBITA (iii) Medium Threshold”); a maximum cumulative EBITA threshold (“EBITA (iv) Maximum Threshold”). The number of Performance Shares to vest under this condition shall be determined as follows:

The delivery of a maximum 50% of the Performance Shares will be subject to the achievement by Technicolor of a Total Shareholder Return (“TSR”) objective. The TSR objective will be assessed and determined on December 31, 2022 (the “Point of reference”), at the expiration of a two (2) financial year period from 2021 through 2022 (the “TSR period”). The TSR objective shall be determined over the 20-day trading period preceding the Point of reference and calculated as the average share price of the 20 closing share prices of this 20-day trading period. The Board of Directors of Technicolor will have set at Grant Date: a minimum TSR objective threshold (“TSR (i) Threshold”); a medium TSR objective threshold (“TSR Medium (ii) Threshold”); a maximum TSR objective (“TSR Maximum (iii) Threshold”). The number of Performance Shares to vest under this condition shall be determined as follows: if the TSR objective achievement is equal to the TSR • Threshold, 5% of the Performance Shares will vest; if the TSR objective achievement is equal to the TSR • Medium Threshold, 20% of the Performance Shares will vest; if the TSR objective achievement is equal or superior • to the TSR Maximum Threshold, 50% of the Performance Shares will vest. The Performance Shares will vest progressively, on a linear basis, inside the brackets.

if the cumulative EBITA achievement over the • Two-year (2) period is inferior to the EBITA Minimum Threshold, 0% of the Performance Shares will vest; if the cumulative EBITA achievement over the • Two-year (2) period is equal to the EBITA Intermediary Threshold, 5% of the Performance Shares will vest; if the cumulative EBITA achievement over the • Two-year (2) period is equal to the EBITA Medium Threshold, 40% of the Performance Shares will vest; if the cumulative EBITA achievement over the • Two-year (2) period is equal or superior to the EBITA Maximum Threshold, 50% of the Performance Shares will vest. The Performance Shares will vest progressively, on a linear basis, inside the brackets.

Detailed objectives/Targets The detailed objectives (targets) have been determined by the Board of Directors in April 2021 and aligned on the performance conditions set for the LTIP 2020. These will be disclosed in 2023. Review of the level of achievement of the performance conditions Review of this achievement shall be realized in 2023 by the Board of Directors.

Characteristics of the ASP 2020 – Presence condition Cases of forfeiture

Beneficiary who would leave the Group before the expiration of the vesting period

Exceptions

Case of legal premature exit (including cases of death, disability, retirement, termination without cause) and other customary exceptions decided upon by the Board of Directors. Case of termination (except for serious cause) or resignation after January 1, 2022 in which case the rights shall be maintained on a prorata -basis subject to the achievement of the minimum thresholds for the performance conditions for the last civil year before departure.

Specific exception for the Chief Executive Officer

The plan prevents beneficiaries from using hedging instruments for the performance shares during the vesting period and until the end of the holding period when applicable.

TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2021 150

Made with FlippingBook Online newsletter creator