Arthur Sadoun benefits from the coverage applicable to executives at his level under the French system.
The Supervisory Board, on the Committee’s proposal, decided on March 17, 2022, that Arthur Sadoun could benefit from a supplementary defined-benefit pension plan within the framework of article L.137-11-2 of the French Social Security Code. The purpose of this is to provide an additional pension supplementing the mandatory pension plans and paid in the form of an additional life annuity. The pension rights would be granted, and the corresponding contributions calculated, on the basis of a reference age equal to 67 years.
The effective date of the plan would be set for January 1, 2022, it being understood that the Groupe may terminate its engagement at any time. In addition, in the event of his departure from the Groupe, Arthur Sadoun would retain the annual rights that had been paid until his departure.
The annuity rights would be acquired annually according to the following rules:
The cumulative percentage points applied throughout the career and all employers combined would be capped at 30 points. If this ceiling is reached, all employers combined, no additional rights could be obtained under the plan put in place.
The annual reference compensation taken into account for the calculation of pension rights acquired each year would be composed of the following items:
In any event, the annual reference compensation may not exceed a capped amount greater than 60 times the Annual Social Security Ceiling (PASS).
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 or one related 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, and subject to the performance conditions set out in the regulations for the plan in question (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.
For information, note that these commitments had been authorized by the Supervisory Board on September 12, 2018 and approved by the Shareholders’ Meeting of May 29, 2019 in its fifth resolution, for commitments formerly subject to the procedures on related-party agreements.
