Other commitments and benefits
The other commitments and benefits to which the Chairman and Chief Executive Officer may be entitled are presented below.
Death/disability and health insurance
The Chairman and Chief Executive Officer will be covered by the death/disability and health insurance plan set up for employees, which has been extended to include the Chairman and Chief Executive Director.
Company car
The Chairman and Chief Executive Officer will be entitled to a Company car.
Supplementary pension benefits
The Chairman and Chief Executive Officer participates in two defined-contribution pension plans corresponding to Article 82 and Article 83 of France’s General Tax Code (Code général des impôts).
In accordance with the AFEP-MEDEF Code, the maximum percentage of the reference income which the supplementary pension plan would confer must not be greater than 45% of the reference income (annual fixed and variable compensation due in respect of the reference period).
Article 82
In addition to an “Article 83” defined-benefit pension plan, as defined in France’s General Tax Code, certain senior executives of the Company, including the Chairman and Chief Executive Officer, participate in an “Article 82” funded defined-contribution plan (under this plan, retirement savings are invested in an individually managed insurance policy), set up to replace the “Article 39” defined-benefit plan that was closed on December 31, 2019 in accordance with regulatory developments including the government order dated July 3, 2019 on defined-benefit plans.
In addition, the annual contribution rate is determined as a percentage of the gross annual compensation of the Chairman and Chief Executive Officer (fixed and variable annual remuneration), with progressive rates applied on multiples of the Annual Social Security Ceiling (PASS):
Based on his 2021 fixed and target variable compensation, by way of illustration, an average rate of 21.02% would apply.
Unlike in the case of the defined-benefit plan, under the defined-contribution plan, tax is due immediately on the amounts invested in the plan directly by the beneficiary.
As was the case for the defined-benefit plan, annual payments to the Chairman and Chief Executive Officer in respect of the defined-contribution plan will be subject to the same performance condition which was applicable to the previous defined-benefit plan, i.e., the achievement of at least 60% of his annual variable compensation targets.
Article 83
For the “Article 83” defined-contribution pension plan, the contribution rate is determined as a percentage of the gross annual compensation of the Chairman and Chief Executive Officer (fixed and variable annual compensation), with progressive rates applied on multiples of the Annual Social Security Ceiling (PASS):
The maximum contribution for this plan, based on the brackets above, is the equivalent of 8% of eight times the Annual Social Security Ceiling (PASS), which comes to €26,327 for 2021. Given that the Annual Social Security Ceiling (PASS) remains unchanged from 2021, the amounts are the same for 2022.
Just like with the “Article 82” defined-contribution pension plan, tax must be paid immediately on the amounts invested in the “Article 83” plan, directly by the beneficiary.
Non-compete commitments
No non-compete commitments have been entered into with the Chairman and Chief Executive Officer.
Compensation for loss of office
The Chairman and Chief Executive Officer will be entitled to compensation for loss of office, the terms and conditions of which will be adapted to his personal profile and will take into account the Company’s economic and social environment.
The Chairman and Chief Executive Officer will be entitled to compensation for loss of office as Chairman and Chief Executive Officer should he be forced to stand down for whatever reason, except in the event of voluntary non-renewal. Said compensation may not exceed the equivalent of two years’ annual fixed and variable compensation, as defined below, and payment will be contingent on the achievement of challenging performance conditions. No compensation for loss of office will be payable if, within 12 months of his departure, the Chairman and Chief Executive Officer becomes eligible for the basic State pension and, consequently, for pension benefits under the Company’s supplementary pension plan.
