and subject to the conditions 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).
L 225-42-1条依照本法规定法国商业代码引入法国法律。2007 - 1223年8月21日,2007年,以促进工作,就业和购买力,董事会决定(i)支付方面的赔偿由于被迫离职的,和(2)博天的考虑工龄的董事长兼首席执行长计算他的法定赔偿,规定的集体谈判协议,可能支付,在适用情况下,他的劳动合同的终止,受到合规,在该职位终止时或之后由董事会正式记录的与博天先生业绩相关的条件，根据公司自身业绩评估，自本协议签订之日起定义如下:
上述段（i）和（ii）段所提述的权利的权利取决于（i）段（i）款所支付的赔偿金额将根据返回之间的年度方差的平均调整on capital employed after tax (ROCE) and the Weighted Average Cost 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 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.
将应用以下公式：
平均方差(ROCE - WACC)
赔偿的比例
≥200个基点*
100％
≥100bp和<200 bp
66％
≥50bp和<100 bp
50％
≥0bp和<50 bp
33％
<0
0
* BP：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.
如果在迫使离开之前终止其职业合同，可以向Potier先生支付的法定赔偿或集体谈判协议的赔偿金额，以及根据上述情况向他支付的赔偿金额, exceeds 24 months’ remuneration (calculated as specified above), this latter indemnity will be reduced such that the sum of the two indemnities is equal to 24 months’ remuneration
该委员会决定，如果施密人士的强迫离开（从办公室删除，从他的企业办公室删除了从办公室，不再续签，请求辞职）作为在24个月内发生的高级执行副主席following the acquisition of the control of Air Liquide by a person acting alone or several persons acting in concert, the Company undertakes to pay Mr Schmieder an indemnity equal to 12 months’ gross fixed and variable remuneration, the calculation being based on the average monthly amount of gross fixed and variable remuneration received by Mr Schmieder, on any basis whatsoever, during the 24 months prior to departure. The acquisition of control is to be understood within the meaning of this term as defined, as of the date hereof, by Article L. 233-3 of the French Commercial Code.
按照法国法国第2007-12-1号法国法国法国第2007-123号介绍的规定，促进工作，就业和采购力，董事会决定支付indemnity in respect of forced departure provided for above, is subject to compliance, as duly recorded by the Board of Directors at the time of termination of such duties or thereafter, of conditions related to Mr Schmieder’s performance assessed in light of the Company’s own performance, defined as of the date hereof as follows:
赔偿的权利取决于，税收的赔偿金额将根据税（ROCE）和加权平均资本成本（WACC）之间的资本返回之间的年度差异平均调整。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.
Payment of the indemnity provided for above is subject to achievement, as duly recorded by the Board of Directors at the time of termination of such office or thereafter, of conditions related to Mr Dufour’s performance assessed in light of the Company’s own performance, defined as of the date hereof as follows:
赔偿的权利取决于，税收的赔偿金额将根据税（ROCE）和加权平均资本成本（WACC）之间的资本返回之间的年度差异平均调整。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.
将应用以下公式：
平均方差(ROCE - WACC)
赔偿的比例
≥200个基点*
100％
≥100bp和<200 bp
66％
≥50bp和<100 bp
50％
≥0bp和<50 bp
33％
<0
0
* BP：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 Dufour’s term of office or, where applicable, during the course of his term of office.
