In addition, Arthur Sadoun is also a beneficiary of the LTIP 2019-2021 Directoire, which is currently in its final year of vesting.
In each of these plans, assuming the performance conditions are met, entitlement to receive shares is subject to continued employment until the end of the vesting period.
In the event of forced departure or a departure due to a change in control or strategy and except in the event of serious or gross misconduct, shares awarded may be retained prorata temporis, subject to performance conditions.
In the event of retirement, he may, at the end of the vesting period and upon approval by the Supervisory Board, in accordance with the compensation policy approved by shareholders and applicable at that time, receive the shares granted to him prorata temporis.
It should be noted that, in accordance with the compensation policy applicable at the time of the award of shares under the LTIP 2019-2021, the prorata temporis mechanism for this plan only applies to shares awarded more than two years previously.
The Chairman of the Management Board receives some benefits in kind.
Arthur Sadoun benefits from the use of a taxi firm and gets a refund for his taxis and entertainment expenses.
Arthur Sadoun benefits from the coverage applicable to executives at his level under the French system.
The Chairman of the Management Board cannot have an employment contract with the Company.
Arthur Sadoun’s employment contract with Publicis Conseil dated December 5, 2006 was terminated when he was appointed Chairman of the Management Board.
In the event of a forced departure due to a change in control or strategy and other than in the case of serious or gross misconduct, Arthur Sadoun would be entitled to a severance payment.
The amount of the payment would be equal to one year of total gross compensation (fixed and variable portion paid) calculated using the average of the last 24 months of compensation.
He would also have the right to exercise the options to subscribe to and/or to purchase the shares that have been awarded to him, and to retain prorata temporis the right to performance shares already granted to him, subject to the performance conditions set out in the regulations for the plan in question being satisfied (in accordance with the Supervisory Board decision of November 25, 2020).
In addition, the payment of the severance amount would be subject to a performance condition: the severance amount would only be due in its full amount if the average annual amount of the variable compensation acquired by Arthur Sadoun for the three years prior to the termination of his duties is equal to at least 75% of his “target variable compensation”. If the average annual amount is less than 25% of the “target variable compensation”, no sum or benefits will be due. If the average annual amount is between 25% and 75% of the “target variable compensation”, payments and benefits will be calculated on a proportional basis between 0% and 100% using the rule of three.
The severance payment may only be paid after the determination by the Supervisory Board that the performance conditions had been achieved at the date on which his term as a member of the Management Board ended.
In the event of a forced departure or one related to a change in control or strategy, Arthur Sadoun will not be subject to a non-compete and/or non-solicitation commitment.
These commitments were authorized by the Supervisory Board on September 12, 2018 and approved by the Combined Ordinary and Extraordinary Shareholders’ Meeting of
May 29, 2019 in its fifth resolution, for commitments formerly subject to the procedures on
related-party agreements.
The Chairman of the Management Board may be subject to a non-compete obligation in return for financial consideration.
The Supervisory Board accordingly decided to subject Arthur Sadoun in the event of his resignation to a non-compete agreement and an agreement not to solicit personnel during the two years following the end of his term of office as Chairman of Publicis Groupe SA’s Management Board.
In consideration of his observance of this non-compete agreement, Arthur Sadoun will receive monetary compensation (payable monthly in advance) in an amount equal to two years of total gross compensation (fixed and targeted variable portions) calculated using the average of the last 24 months of compensation.
The Supervisory Board may waive this clause.
Arthur Sadoun will not be subject to a non-compete obligation in the event of a forced departure. In any case, Arthur Sadoun may not receive both a severance payment and an indemnity in respect of the non-compete agreement.
In its twenty-first resolution, the General Shareholders’ Meeting of May 31, 2017 approved this non-compete indemnity in respect of the commitments subject to the related-party agreements procedure.
It is recalled that the compensation policy for Arthur Sadoun as Chairman of the Management Board for the financial year 2020 as well as the items paid or allocated to Arthur Sadoun for the same financial year were widely approved by the General Shareholders’ Meeting of May 27, 2020 (eighth and twelfth resolutions) pursuant to article L. 225-82-2 II (now article L. 22-10-26 II) of the French Commercial Code (ex-ante and ex-post votes).
The compensation policy for the Chairman of the Management Board in respect of the 2021 financial year will be subject to approval by the General Shareholders’ Meeting of
May 26, 2021 in its eleventh resolution pursuant to article L. 22-10-26 (II) of the French Commercial Code.
