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15
Compensation andBenefits of Directors and Senior Executives
Stock-Options and Performance Shares Plans granted to Executive Directors
137
Worldline
2016 Registration Document
Stock-Options and Performance Shares Plans
15.3
granted to Executive Directors
with the long-term performance and results of the Company,
notably through Long-Term Incentive plans. Beneficiaries of
Worldline is strongly committed to associating its employees
such LTI plans are mostly the first managerial lines of Worldline,
including the CEO.
the Company strategy.
Committee, the Board of Directors decided to implement new
plans based on performance criteria reflecting the key factors of
Upon recommendation of the Nomination and Compensation
stock-options to the Chairman and CEO by Atos and the
Company are detailed below.
the Company, existing or to be issued, to the Worldline first
managerial lines and key-talents, including the CEO. The
Committee, the Board of Directors decided during its meeting
held on July
25, 2016 to grant ordinary performance shares of
conditions of the 2016 performance shares plan, as well as the
historical data on the previous grants of performance shares or
Upon recommendation of the Nomination and Compensation
company. These plans are detailed below. These plans are
described in Section
17 of the Registration Document.
an ordinary performance shares plan exclusively in favor of the
operational management team of the equensWorldline
implemented its third and fourth stock-options plans, which are
not offered to any Directors. Early 2017, Worldline implemented
Finally, in order to reward and retain key-talents, Worldline
Terms and conditions of the performance shares plan decided on
15.3.1
July
25, 2016, of which the CEO is one of the beneficiaries
to be issued in favor of the Worldline first managerial lines and
key-talents, including the Chief Executive Officer.
the number of shares in case of over-performance, through the
application of a multiplier coefficient capped at 115%), existing or
allocation of maximum 416,614 ordinary performance shares of
the Company (taking into account a mechanism to modulate
July
25, 2016, and upon the recommendation of the Nomination
and Compensation Committee, decided to proceed with the
months, by the Combined General Meeting of May
26, 2016 (23
rd
resolution), the Board of Directors, during its meeting held on
In connection with the authorization granted, for thirty-eight
for three external conditions detailed below.
Performance conditions to be achieved over the two years 2016
and 2017 of the new plan relate to internal financial criteria
linked to Free Cash Flow, Operating Margin before Depreciation
and Amortization and Revenue Growth. The plan also provides
The features of the performance shares allocation plan are as
follows:
French Commercial Code.
the Worldline Group or of Atos SE or of any company affiliated
with Atos SE, by the beneficiary during the vesting period
incapacity), the allocation of performance shares is conditioned
on the preservation of employee or corporate officer status of
(section below) in accordance with article L.
225-180 of the
A. Condition of attendance
: Subject to certain exceptions
provided for in the plan (such as for instance death or
internal and external performance conditions, calculated for the
two years 2016 and 2017.
B. Performance condition
: The allocation of performance
shares is also subject to the achievement of the following
Internal performance conditions
performance criteria must be met. If one criterion is not met, this
criterion becomes compulsory for the following year:
For each year 2016 and 2017, at least 2 out of 3 internal
Performance condition n°1:
●
The amount of the Worldline Group Free Cash Flow, before
dividends
and
income
generated
from
acquisitions/disposals in the relevant year, is at least equal to
one of the following two amounts:
acquisitions/disposals in the budget of the Company for
the relevant year, or
85% of the Worldline Group Free Cash Flow set forth,
●
before dividends and income generated from
the Worldline Group Free Cash Flow before dividends and
●
income generated from acquisitions/disposals recorded in
the previous year increased by 10%;