LensCrafters 2010 Annual Report Download - page 92

ANNUAL REPORT 2010> 90 |
The aggregate remuneration of the Chief Executive Officer, also based in part on the quality of his role as manager of the
Company, is composed of a fixed amount and a variable amount, linked to the attainment of predetermined objectives.
In addition to the fixed remuneration as member of the Board of the Company, Mr. Enrico Cavatorta receives remuneration
as a Company executive, which is composed of a fixed amount and a variable amount, linked to the attainment of
predetermined objectives.
Also, for managers in strategic roles, a significant part of the salary is linked to the attainment of predetermined
objectives.
The remuneration of the non–executive Directors is not linked to the Company’s performance and is proportionate to the
commitment required of each one of them and also in consideration of their participation in the internal committees of
the Board. They do not benefit from stock–based incentive plans.
With the exception of the Chief Executive Officer, there are no agreements in place between the Company and the
Directors providing for indemnity payments in the event of resignations or wrongful dismissal or in the event of cancellation
of the employment contract as a result of a tender offer.
In particular, in the event of a wrongful cancellation of the employment contract of Andrea Guerra, the Company shall
pay, in addition to the amounts that are provided for by Italian law, a lump sum, which is a gross one–time comprehensive
payment equal to twice the yearly income of: (i) his fixed remuneration, which is the sum of his fixed remuneration as
employee of the Company plus the fixed remuneration for his role as director of the Company; and (ii) his variable
remuneration, calculated based on the average of what he received during the three years prior to the cancellation of the
employment contract.
This remuneration is also applicable in the event that Andrea Guerra resigns for a just cause or within 60 days after the
occurrence of any of the following events: a substantial negative modification of the managing powers granted to him
and/or reduction of the powers granted therewith; or a change of position in the Company, following a change in control
of the Company.
If the cancellation of the employment contract had occurred on December 31, 2010, the amount paid out to Andrea
Guerra would have been Euro 6.8 million.
There are no agreements that provide for the allocation or maintenance of non–monetary benefits or the stipulation
of ad hoc consultancy contracts in the event of termination of the position of the Chief Executive Officer or the
position of other executive directors. There are no agreements that provide a compensation for non–competition
commitments.
Following is an explanation of the effects of the cancellation of the employment contract on the incentive plans awarded
by the Luxottica Group to Andrea Guerra.
Stock Options
The 2009 stock option plan provides for the discharge of the options on the date on which the Company informs the
beneficiary of its termination of the employment contract for a just cause or subjective justified reason or in the event of
a disciplinary dispute which leads to dismissal, at the time the notice from the Company is received by the beneficiary.
The options are also discharged the day the beneficiary informs the Company of his/her withdrawal from the employment
contract. The right to exercise expired options is explicitly excluded during the notice period.