282 / 364
DANONE
REGISTRATION DOCUMENT 2015
Corporate Governance
6.3 Compensation and benefits of corporate officers and governance bodies
282
Acquisition and delivery of Group performance shares by the corporate officers
Year ended December 31, 2015
Date of Board of
Directors' meeting
granting the shares
Delivery date
Number of shares
delivered
Share retention
period
(a)
Franck RIBOUD
7/26/2012
7/27/2015
27,250
2 years
Emmanuel FABER
7/26/2012
7/27/2015
20,625
2 years
(a) The retention period starts from the delivery date. In addition, these shares are subject to a retention obligation, described in section Compensation and
benefits paid to the corporate officers and governance bodies related to the
ObligationtoretainCompanysharesresultingfromgrantsofGroupperformanceshares
.
Obligation to retain DANONE shares resulting from grants of
Group performance shares applicable to the corporate officers
and other Executive Committee members
All corporate officers and other Executive Committee members
are subject to an obligation to retain DANONE shares resulting
from Group performance shares. They must retain (in registered
form) a number of shares derived from each Group performance
share plan granted as from July 26, 2010 (until termination of their
corporate functions) corresponding to 35% of the capital gains upon
acquisition, net of tax and social security contributions, which would
be realized if all shares resulting from each Group performance
share plan granted to the executive were sold.
Given the significant level of the obligation to retain shares ap-
plicable to the corporate officers and other Executive Committee
members, the Board of Directors, acting upon recommendation of
the Nomination and Compensation Committee, agreed it was not
necessary to require them to purchase a certain number of DANONE
shares at the end of the retention period for their shares subject to
performance conditions.
In addition, at the proposal of the Nomination and Compensation
Committee, the Board of Directors, at its meeting on February 14,
2012, decided to add to the current scheme an overall holding ceiling
for shares resulting from the grant of shares subject to performance
conditions or from exercises of stock-options, representing the
equivalent in shares of four years of fixed compensation for the
corporate officers and two years of fixed compensation for the other
Executive Committee members.
The Board of Directors confirmed this retention obligation at the
time of (i) the grant of Group performance shares approved by the
Board of Directors on July 23, 2015, and (ii) its decision to propose
the renewal of the terms of office of Mr. Franck RIBOUD and Mr.
Emmanuel FABER to the Shareholders' Meeting on February 22, 2016.