Airbus 2015 Annual Report Download - page 166

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 134 l
Corporate Governance
4.2 Interests of Directors and Principal ExecutiveOfficers
LTIP-SCHEME
Performance calculation
determines the number of Units
that may vest
Performance period 3 years
2015 2016 2017 2018 2019 2020
GRANT DATE
Face value at grant date
Allocation policy
Grants VEST in 2 tranches
= 2 payment dates
At the date of grant, the CEO must decide what portion of
the allocation (subject to the performance calculation) will be
released as cash payments and what portion will be converted
into shares. At least 25% (and up to 75%) of the award must
be deferred into shares, and will only be released on the last
vesting date.
For each payment in cash, one Unit is equal to the value of one
AirbusGroup share at the time of vesting. The AirbusGroup’s
share value is the average of the opening share price, on the
Paris Stock Exchange, during the twenty trading days preceding
and including the respective vesting dates. For the conversion
into shares, one Unit corresponds to one AirbusGroup share.
For the CEO, the value of the Performance Unit allocation is
capped, at the time of grant, at 100% of Base Salary. The
number of Units that vest can vary between 0% and 150% of
the Units granted, subject to cumulative performance over a
three-year period. The level of vesting is subject to the following
performance measures:
 0-50% of the allocation: The Board of Directors has the
discretion to decide that this element of the Performance Unit
award will not vest if AirbusGroup reports negative cumulated
EBIT* results;
 50-150% of the allocation: This element of the Performance
Unit award vests based on one performance criteria:
average Earnings Per Share. Starting with the 2013 plan,
the Company proposes that this element be based on two
performance criteria: average Earnings Per Share (75%) and
cumulative Free Cash Flow (25%).
For reasons of confidentiality, the precise targets set for the
cumulated FCF and average EPS, even though they have been
properly established in a precise manner, cannot be publicly
disclosed as these objectives are in part linked to AirbusGroups’
strategy. Nonetheless, for the sake of transparency and to
ensure compliance with best market practices, forward-looking
information demonstrating the stringency of the targets set by
the Board of Directors are provided for the previous Long-Term
Incentive Plans.
The vesting of Performance Units is subject to the following
maximum caps:
 the maximum level of vesting is 150% of the number of Units
granted;
 the value that could result from share price increases is
capped at 200% of the reference share price at the date of
grant;
 the overall pay-out is capped at 250% of the value at the
date of grant.
f)Share Ownership Guideline
The Board of Directors has established a share ownership
guideline pursuant to which the CEO is expected to acquire
AirbusGroup shares with a value equal to 200% of Base Salary
and to hold them throughout his tenure.
g)Benefits
The benefits offered to the CEO comprise a company car and
accident insurance. Travel cost reimbursements are based on
the Company travel policy as applicable to all employees.
h)Retirement
The CEO is entitled to a retirement benefit. The Company’s
policy is to provide a pension at retirement age that equals
50% of Base Salary, once the CEO has served on the Group
Executive Committee for five years. This pension can increase
gradually to 60% of Base Salary, for executives who have served
on the Group Executive Committee for over ten years, and have
been AirbusGroup employees for at least 12years.
i)Contracts and Severance
In the case of contract termination, the CEO is entitled to an
indemnity equal to 1.5 times the Total Target Remuneration
(defined as Base Salary and target Annual Variable Remuneration)
with respect to applicable local legal requirements if any. This will
not apply if the CEO mandate is terminated for cause, in case of
dismissal, if he resigns or, if the CEO has reached retirement age.
Financial Statements 2015
11 22 33 44 55
QRegistration Document 2015
Annual Report 2015 Financial Statements 2015