|3.3 || |
Size of variable compensation
The annual cash bonus to be granted to an individual Managing Director shall not exceed 100% of such Managing Directors annual gross base salary, unless deviation is in line with the applicable governance rules or the applicable services or employment agreement with the Managing Director.
|3.4 || |
Additional bonus payments
Notwithstanding clause 3.3., above, the Board of Supervisory Directors may decide, upon a proposal of the Compensation Committee, to increase the cash bonus payable to an individual Managing Director for any given year in case of exceptional achievements of that Managing Director to the extent permitted and in accordance with local rules.
|4 || |
LONG-TERM EQUITY INCENTIVE
The objective of the long term equity incentives is to provide a retention tool for the Managing Directors and to align the long term interests of the Managing Directors and those of the Company and its shareholders.
Furthermore, by granting a long term incentive in the form of equity, the Managing Directors can participate directly in the growth of the value of the Company to which they contribute.
The equity awarded to the Managing Directors will be determined by the Board of Supervisory Directors based on the proposal of the Compensation Committee, taking into account market levels and Company-specific circumstances with the intent of creating sustainable long-term shareholder returns.
|4.3 || |
Grant of equity awards
The Board of Supervisory Directors, based on the proposal of the Compensation Committee, may grant equity awards to the Managing Directors within the framework and subject to the terms and conditions in the Companys equity incentive plan as in effect from time to time.
The terms of the equity awards will be established in award agreements that are consistent with the provisions of the applicable equity plan and entered into with the Managing Directors.
|5 || |
ADJUSTMENT AND CLAWBACK
If the variable compensation as described above would, in the opinion of the Board of Supervisory Directors, produce an unfair result due to extraordinary circumstances occurring during the performance period, the Board of Supervisory Directors has the power to adjust the value either downwards or upwards.
The Board of Supervisory Directors may also recover from the Managing Directors any variable compensation awarded on the basis of incorrect financial or other data.