Overall, 80% of the performance shares in the plan set up on 18 June 2020 for the Chairman and Chief Executive Officer are able to vest. The 23,552 shares in question will vest for Mr Huillard at the end of a three-year period on 18 June 2023, subject to the specific condition of continued service applicable to him.
At its meeting of 12 April 2022, the Board decided to set up a long-term incentive plan for the Chairman and Chief Executive Officer that involves the granting, in accordance with ordinary law, of awards satisfied using existing VINCI shares that will vest at the end of a three-year period, provided that the Board has noted that continued service and performance conditions are met. The performance conditions are described below.
This plan, which entered into effect on 12 April 2022, calls for the granting of an award satisfied using 35,000 existing VINCI shares to the Chairman and Chief Executive Officer. The plan stipulates that the shares will vest at the end of a three-year period, thus on 12 April 2025. The condition of continued service applicable to the Chairman and Chief Executive Officer has been defined as follows, given that he has not entered into an employment contract with the Group:
| Event | Consequence for the long-term incentive plan set up in 2022 |
|---|---|
| Resignation from positions as Chairman, Chief Executive Officer and Director | Resignation from positions as Chairman, Chief Executive Officer and Director Consequence for the long-term incentive plan set up in 2022Complete forfeiture of non-vested awards |
| Termination as Chief Executive Officer due to resignation connected with a succession plan, age limit or retirement | Termination as Chief Executive Officer due to resignation connected with a succession plan, age limit or retirement Consequence for the long-term incentive plan set up in 2022Partial eligibility maintained, on a pro rata basis, over the period from the grant date of the award to the date of termination |
| Death or disability | Death or disability Consequence for the long-term incentive plan set up in 2022Eligibility maintained, application of specific plan provisions in case of death or disability |
| Dismissal as Chief Executive Officer by decision of the Board | Dismissal as Chief Executive Officer by decision of the Board Consequence for the long-term incentive plan set up in 2022Partial eligibility maintained, on a pro rata basis, over the period from the grant date of the award to the date of termination |
Vesting of awards under the aforementioned plan is subject to the same performance conditions as those applying to the performance share plan set up by the Board on 12 April 2022 and described in paragraph 5.2.2, “Performance share plans set up by the Board at its meeting of 12 April 2022”, page 166. As a departure from these conditions, although the vesting percentage relating to the stock market performance criterion will continue to depend on the difference between the TSR achieved by a VINCI shareholder and the TSR that a shareholder invested in the composite industry index would have achieved, it will be 100% if the difference is positive by 5 percentage points or more, 50% if the two TSR results are equivalent, with linear interpolation between the two limits of this range, and 0% if the difference is negative to any extent.
It will be the responsibility of the Board to record the vesting percentages in line with the internal and external criteria described above.
At its meeting of 8 February 2023, the Board decided, in accordance with Article 24 of the Afep-Medef code, that the Company’s executive company officers would be required to hold a number of registered VINCI shares equal, at a minimum, to the higher of:
