b）在需要24个月内到位继收购液化空气集团的控制权通过一致行动人单独行动或几个人的人（控制的概念，而这个词的含义内理解为定义，如本日期止，由第L.法国商法典233-3），并受日e conditions and limitations set out below, the Company undertakes to pay Mr Potier a fixed aggregate indemnity in full discharge equal to 24 months’ gross fixed and variable remuneration, the calculation being based on the average monthly amount of gross fixed and variable remuneration received by Mr Potier, during the 24 months prior to departure. It is specified that in the case referred to in paragraph (b), the indemnity is due, whether or not the forced departure is related to a change in strategy, but without Mr Potier being able to receive such indemnity in conjunction with that due pursuant to paragraph (a).
按照规定第L条225-42-1 - 法国商法典1，董事会决定支付赔偿因有关上述强制离境的，须遵守，作为正式记录by the Board of Directors at the time of termination of such office or thereafter, of conditions related to Mr Potier’s performance assessed in light of the Company’s own performance, defined as of the date hereof as follows:
享有上述赔偿将取决于，并支付了赔偿的金额将的基础上，平均回报税后（ROCE）已动用资本之间的年度方差与资本的加权平均成本进行调整(WACC) (assessed on the basis of net equity according to the financial statements) calculated (on the basis of the certified consolidated financial statements approved by the annual shareholders’ meeting) with respect to the last 3 financial years prior to the financial year in which the departure occurs. For the purposes of this calculation, the variance between ROCE and WACC will be measured with regard to each financial year and will be calculated on the basis of the average of the three annual variances for the last 3 financial years prior to the financial year during which such departure takes place.
下面的公式将被应用：
平均方差（ROCE - WACC）
赔偿因比例
≥200 bp的*
100％
≥100 bp和<200bp的
66％
≥50 bp和<100bp的
50％
≥0 bp和<50个碱基
33％
<0
0
* BP：个基点
These conditions will be re-examined by the Board of Directors and modified, where applicable, to take into account, in particular, any changes that have taken place in the company’s environment at the time of each renewal of Mr Potier’s term of office and, where applicable, during the course of his term of office.
The Board of Directors also decides that, in the event that the above-mentioned forced departure were to take place within a period of 24 months prior to the date on which Mr Benoît Potier’s term of office as Chairman and Chief Executive Officer ends pursuant to the articles of association due to the fact that he has reached the statutory age limit, the amount of the indemnity due will in any event be capped at the number of months’ gross remuneration, as defined above, between the date of forced departure and the date on which the statutory age limit is reached. In any case, no indemnity shall be paid if M. Potier applies for his retirement pension at the time of forced departure.
经审议后，按照第大号225-38及以下的规定。of the French Commercial Code, the Board of Directors authorises the above-mentioned commitment effective as from the close of the Annual Shareholders’ Meeting approving the financial statements for the 2009 financial year on the condition precedent of renewal of the term of office of Mr Benoît Potier as director and Chairman and Chief Executive Officer of the Company, for the length of his term of office as Chairman and Chief Executive Officer, thus renewed where applicable, with Mr Benoît Potier not taking part in the vote.
关于伯努瓦博天先生，谁曾累计养老金固定收益计划“S”在他的公司办公室或解聘拆除的事件范围内的养老年金的权利，他达到55岁之前，董事会决定日at, in order to compensate for the loss of this right resulting from the change in the scheme, subject to what is set out below, an indemnity to compensate for the loss of his rights under the Company’s plan “S” will be paid to Mr Benoît Potier, in the event of termination of his corporate office before he reaches 55 years of age on the Company’s initiative and except in the event of gross misconduct or gross negligence,
权利的赔偿，以弥补上述养老金权利的损失，并支付了赔偿的金额将平均的回报率税后（ROCE）已动用资本之间的年度方差和加权平均成本的基础上调整of Capital (WACC) (assessed on the basis of net equity according to the financial statements) calculated (on the basis of the certified consolidated financial statements approved by the annual shareholders’ meeting) with respect to the last 7 financial years prior to the financial year in which the departure occurs.
These conditions will be re-examined by the Board of Directors and modified, where applicable, to take into account, in particular, any changes that have taken place in the company’s environment at the time of each renewal of Mr Benoît Potier’s term of office and, where applicable, during the course of his term of office. In any event, the commitment relating to the indemnity to compensate for the loss of pension rights will lapse on Mr Benoît Potier’s 55th birthday.
经审议后，按照第大号225-38及以下的规定。of the French Commercial Code, the Board of Directors authorises the aforementioned commitment effective as from the close of the Annual Shareholders’ Meeting approving the financial statements for the 2009 financial year on the condition precedent of renewal of the term of office of Mr Benoît Potier as director and Chairman and Chief Executive Officer of the Company, for the length of his term of office as Chairman and Chief Executive Officer, thus renewed where applicable (it being specified that in any case this commitment will lapse in 2012 on the date of Mr Benoît Potier’s 55日生日），与先生伯努瓦博天中投不参与。
