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17

Employees

Employee Shareholding Plans and Long-Term Incentive Plans

158

Worldline

2016 Registration Document

opening share prices preceding the grant date, increased by 5%.

two plans corresponds to the average of the 20 Worldline

The exercise price of the stock-options granted under the above

stock-options plans of May

25 and August

16, 2016.

The Executive Directors are not benefitting from the above two

detailed below:

the prior stock-options plans offered by the Company and are

The performance conditions of the above plans are aligned with

Performance Conditions

Plan of 09/03/2014

Plan of 09/01/2015 Plan of 05/25/2016 Plan of 08/16/2016

amounts:

Group Free Cash Flow

, before dividends

at least equal to one of the following two

acquisitions/disposals in the relevant year, is

and income generated from

generated from acquisitions/disposals in the budget of the Company for the relevant

(i) 85% of the Worldline Group Free Cash Flow set forth, before dividends and income

year; or

acquisitions/disposals recorded in the previous year increased by 10%.

(ii) the Worldline Group Free Cash Flow before dividends and income generated from

two amounts:

year is at least equal to one of the following

Depreciation and Amortization in the relevant

And Group Operating Margin

before

Amortization disclosed in the budget of the Company for the relevant year; or

(i) 85% of the Worldline Group Operating Margin before Depreciation and

recorded in the previous year increased by 10%.

(ii) the Worldline Group Operating Margin before Depreciation and Amortization

amounts:

at least equal to one of the following two

And Group Revenue

for the relevant year is

minus a percentage defined by the Board of Directors; or

(i) the growth rate set forth in the Company’s budget for the corresponding year

(ii) the annual growth rate in reference to the growth targets of the Company.

linked to Environmental and Social

And External Performance Condition

Responsibility

2015.

(previously GRI A) for

“Comprehensive”

rating GRI G4

GRI B for 2014 and

requirement of previous

Worldline must fulfill the

“Comprehensive” (previously GRI A) each relevant year.

Worldline must fulfill the requirement of GRI G4

Concerned years

2014 and 2015

2015 and 2016

2016 and 2017

Vesting % in case of presence of the beneficiary on the vesting date

05/25/2016 and 08/18/2016

Plans of 09/03/2014, 09/01/2015,

relevant years (if one condition is not met in the first year, the same condition will become

100% if at least two of the three internal performance conditions are met for each of the

otherwise.

condition related to the Company’s Environmental and Social Responsibility is met. 0%

compulsory for the following year) and if, for each of the relevant years, the performance