Peachtree 2015 Annual Report Download - page 84

Executive director service contracts
All current executive directors have service contracts, which may be
terminated by the Company for breach by the executive or by giving
12 months’ notice by the Company or the individual.
Service contracts for new directors will generally be limited to 12 months’
notice. However, the Commiee may agree a longer period, of up to
24 months initially, reducing by one month for every month served
until it falls to 12 months.
Terms and conditions for non-executive directors
The appointment of the non-executive directors is for a fixed term of
three years, during which period the appointment may be terminated
by the Board on six months’ notice. The Chairman’s term of appointment
is five years. There are no provisions on payment for early termination in
leers of appointment.
The leers of appointment of non-executive directors and service
contracts of executive directors are available for inspection at the
Company’s registered office during normal business hours and will
be available at the Annual General Meeting.
Payments to departing directors
There are no pre-determined special provisions for directors with regard
to compensation in the event of loss of office; compensation is based
on what would be earned by way of salary, pension entitlement and
other contractual benefits over the notice period. In the event that
a contract is to be terminated, and a payment in lieu of notice made,
payments to the executive director may be staged over the notice
period, at the same interval as salary would have been paid. During
that period the executive director must take all reasonable steps
to obtain alternative employment and payments to the executive
director by the Company will be reduced to reflect payments received
in respect of that alternative employment.
There is no automatic entitlement to annual bonus. Executive directors
may receive a bonus in respect of the financial year of cessation, based
on performance against pre-determined targets. Where an executive
director leaves by reason of death, disability or ill-heath they would
receive a pro-rata bonus for the year of cessation.
The treatment of leavers under our long-term incentive plans is
determined by the rules of the relevant plans.
Deferred bonus plan
If an executive director ceases to hold office or employment within the
Group during the vesting period of a deferred share award as a result of
his death, injury, ill health, disability, redundancy or retirement, because
his employing company or business is sold out of the Group or in any
other circumstances the Remuneration Commiee determines, his
award will vest on the normal vesting date unless the Remuneration
Commiee determines the award should vest following his cessation
of office or employment. Awards will normally be accelerated in the
event of a participant’s death. If the individual ceases to hold office
or employment with a member of the Group in any other circumstances,
any unvested deferred share awards he holds will lapse.
PSP
If the director leaves as a result of his death, ill health, injury or disability,
redundancy or retirement, because his employing company or business
is sold out of the Group or in any other circumstances the Remuneration
Commiee determines, any unvested awards will vest (and be released
from any holding period) at the same time as if the individual had not
le the Group, unless the Commiee determines the award should
vest (and be released) following his cessation of office or employment.
The extent to which awards vest in these circumstances will be
determined by the Remuneration Commiee taking into account the
extent to which it determines the performance conditions have been
satisfied at the end of the original performance period or following
the director’s cessation of office or employment (as appropriate) and ,
unless the Remuneration Commiee determines otherwise, the period
of time that has elapsed between the grant of the award and the date
of the cessation of office or employment as a proportion of three years
(or such other period the Remuneration Commiee considers to be
appropriate). The Commiee may allow awards granted before
3 March 2016 to vest on any other basis if it believes there are
exceptional circumstances which warrant that.
For example, it can be in the interest of the Company for the Board
toorganise succession and manage an executive’s departure. When
determining the treatment of outstanding awards in those cases, the
Commiee will take into account the executive’s level of performance
and contribution to the transition.
Unvested PSP awards will lapse in any other circumstances (e.g. if
the executive director leaves as a result of his termination for cause).
Where an executive director leaves whilst holding PSP awards that are
subject to a holding period , those awards will normally be released
at the end of the relevant holding period, unless the Commiee
determines the award should be released following his cessation
of employment. If, however, an executive director is summarily
dismissed, any outstanding PSP awards he holds will lapse.
Directors’ remuneration policy report continued
Directors’ remuneration report continued
The Sage Group plc | Annual Report & Accounts 2015
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