technicolor - 2019 Universal registration document
4 CORPORATE GOVERNANCE AND COMPENSATION COMPENSATION
Long-Term Incentive Plan – LTIP 2018 Upon recommendation of the Remunerations Committee, the Board of Directors, making use of the authorization given by the Shareholders’ Meeting of April 29, 2016 in its 28 th resolution, granted Performance Shares. The table below summarizes the characteristics of these grants.
Long-Term Incentive Plans 2018 – LTIP 2018 Shareholders’ Meeting authorizing the attributions Remunerations Committee recommending the grants
April 29, 2016 (28 th resolution)
-
June 21, 2018 June 25, 2018
Board of Directors approving grants
April 25, 2018
Number of beneficiaries (as of December 31, 2019) Number of outstanding shares (as of December 31, 2019)
12
600,000 representing 0.14% of the share capital
Vesting period Holding Period
3 years
None except for the members of the Executive Committee who should retain, until the term of their contracts, at least 10% of the vested Performance Shares April 30, 2021 or as promptly as possible thereafter (subject to presence condition on that date)
Delivery Date
Characteristics of the LTIP – Performance conditions Performance conditions
2 complementary financial objectives reflecting the key indicators tracked by investors and analysts Adjusted EBITDA objective assessed over a three-year period:
Group Free Cash Flow objective assessed over a three-year period: if the sum of the Group’s yearly Free Cash Flow realized • over three years were greater than or equal to the sum of the annual Free Cash Flow objectives for the Group over the same period, 50% of the Performance Shares would be definitively earned; in the opposite case, no Performance Shares would • be earned.
if the sum of the annual adjusted EBITDA realized over a • three-year period were greater or equal to the sum of the objectives of the annual adjusted EBITDA for the same period, 50% of the Performance Shares would be definitively earned; in the opposite case, no Performance Shares would be • earned.
2018
2019
2020
Detailed objectives
Set objectives for the plan
Objective
Achieved
Objective
Achieved
Determined objective by the Board of Directors The objectives will be determined in February 2020 and will be disclosed in February 2021
Adjusted EBITDA
€250 million
€270 million
€206 million
€244 million
Group Free Cash Flow
€40 million
€(47.9) million €(22) million
€(161) million
Review of the level of achievement of the performance condition
Review of this achievement shall be realized in 2021 by the Board
Characteristics of the LTIP – Presence condition Cases of forfeiture
Beneficiary of Performance Shares who would leave the Group before the expiration of the vesting period of at least three years. 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.
Exceptions
The plan prevents beneficiaries who are members of the Executive Committee from using hedging instruments for the performance shares and requires that they retain a significant number of shares up until the termination of their positions within the Group.
TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2019 140
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