Total remuneration and related compensation costs
The total remuneration and related compensation costs of the members of the Board of Directors related to 2010 and 2009 can be summarised as follows:
|
Non-Executive members of the Board of Directors | 2010 in € | 2009 in € |
| Fixum | 1,170,000 | 1,075,000 |
| Fees | 520,000 | 455,000 |
|
Executive members of the Board of Directors | ||
| Fixum | 900,000 | 900,000 |
| Bonus (related to reporting period including part paid by EADS NV) | 1,732,500 | (1,141,250 waived at CEO's request) |
The cash remuneration of the Non-Executive members of the Board of Directors related to 2010 was as follows:
| 2010 Directors | Fixum* in € | Fees in € | Total in € |
| Bodo Uebber | 210,000 | 120,000 | 330,000 |
| Rolf Bartke | 100,000 | 50,000 | 150,000 |
| Dominique D’Hinnin | 120,000 | 60,000 | 180,000 |
| Juan Manuel Eguiagaray Ucelay | 80,000 | 60,000 | 140,000 |
| Arnaud Lagardère | 100,000 | 20,000 | 120,000 |
| Hermann-Josef Lamberti | 130,000 | 45,000 | 175,000 |
| Lakshmi N. Mittal** | 80,000 | 40,000 | 120,000 |
| Sir John Parker | 130,000 | 45,000 | 175,000 |
| Michel Pébereau | 100,000 | 35,000 | 135,000 |
| Wilfried Porth | 120,000 | 45,000 | 165,000 |
| Total | 1,170,000 | 520,000 | 1,690,000 |
* The fixum will be paid in 2011.
** All fees will be paid in 2011.
The cash remuneration of the Executive member of the Board of Directors related to 2010 was as follows:
| 2010 Director | Base Salary in € | Annual Variable Remuneration related to 2010 in € |
| Louis Gallois | 900,000 | 1,732,500 |
For the first time since his appointment in 2006, the annual total target remuneration of the Executive member of the Board of Directors (CEO) will increase. This 10% increase from €2,000,000 to €2,200,000 (€990,000 Base Salary / €1,210,000 Annual Variable Remuneration on target) will apply in 2011, as approved at the last Annual Shareholders’ Meeting of the Company.
Given the improvement in the Group’s results and other milestones achieved, the Board has recommended that under the current circumstances, all Directors accept their remuneration related to 2010. For the Chief Executive Officer, this includes the annual variable remuneration to which he is entitled in respect of 2010.
The table below gives an overview of the performance units granted to the Chief Executive Officer in 2010 pursuant to the Long Term Incentive Plans:
| Unit plan: number of performance units* | granted in 2010 | vesting dates |
| Louis Gallois | 54,400 | Vesting schedule is made up a) 25% expected in May 2014; |
(*) Vesting of all performance units granted to the Chief Executive Officer is subject to performance conditions.
Pension benefits
The twelve members of the Executive Committee have pension promises as part of their employment agreements. The general policy is to give them annual pensions of 50% of their annual base salary upon reaching 5 years of service in the Executive Committee of EADS at the age of 60 or 65.
These rights can gradually increase to 60% after a second term, usually after ten years of service in the EADS Executive Committee. However, in order to reach this 60% replacement ratio the respective member of the Executive Committee must also have 12 years of seniority within the Group.
These pension schemes have been implemented through collective executive pension plans in France and Germany. These pension promises have also separate rules e.g. for minimum length of service and other conditions to comply with national regulations.
For the Chief Executive Officer, the amount of the pension defined benefit obligation (i.e. the book cash value) amounted to €2.3 million as of 31 December 2010, while the amount of current service and interest cost related to his pension promise accounted for the fiscal year 2010 represented an expense of €0.6 million. This obligation has been accrued in the consolidated financial statements.
Termination indemnity
As part of his mandate contract, the Chief Executive Officer is entitled to a termination indemnity when the departure results from a decision by the Company in case of change in control or change in the Company’s strategy. Payment of the termination indemnity is also subject to performance conditions as fixed and assessed by the Board of Directors. The termination indemnity, if applicable, would amount to a maximum of 18 months of annual total target remuneration.
However this termination indemnity rule is not applicable, since the Chief Executive Officer has reached the age of 65 and is able to retire immediately.
Apart from the Chief Executive Officer, no other Director who is in office is entitled to a termination indemnity.
Non-competition clause
A non-competition clause is included in the contract of the Chief Executive Officer. This clause is applicable for a one-year period, starting at the end of the mandate contract, and is renewable for one year at the Company’s initiative.
The Chief Executive Officer will receive compensation based on 50% of the last target annual monthly salary in consideration of the non-competition clause. The monthly salary is defined as base salary and 1/12 of the annual variable remuneration last paid.
Other benefits
The Chief Executive Officer is entitled to a company car. The value of his company car as at 31 December 2010 is €24,120 (excluding VAT).
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