In its meeting on 5 November, 2019 the Supervisory Board decided that the proposed transaction with EssilorLuxottica, including the Block Trade Agreement, Support Agreement and Mandatory Tender Offer, as announced in the press release issued by GrandVision on 31 July, 2019, qualifies as exceptional circumstances for purposes of Article 2.4 of the revised Remuneration Policy 2019. The Supervisory Board also decided that the envisaged transaction between EssilorLuxottica and HAL constitutes such a change of control. The Supervisory Board decided to deviate on the following subjects from the Remuneration Policy 2019, subject to closing of the transaction. The Supervisory Board recognizes the key role played by Management Board Directors Borchert and Eelman (together referred to as 'Recipients' and individually as 'Recipient') in the Closing of the Block Trade Agreement, compliance with the Support Agreement as well as the subsequent Mandatory Tender Offer.
The Supervisory Board decided to award Borchert a retention bonus of €1,632,000 gross and Eelman a retention bonus of €1,000,000 gross. The first tranche of 25% of this amount will be processed through the payroll as soon as practicable following the closing of the Block Trade Agreement ('First Vesting Date') provided the Recipient is still providing services to GrandVision at that time. The second tranche of 75% of this amount will be paid following the first anniversary of the closing of the Block Trade Agreement ('Second Vesting Date') provided the Recipient is still providing services to GrandVision at that time. Furthermore, customary provisions in case of termination, disablement and death have been agreed on.
Risk Compensation Fee
Subject to closing of the Block Trade Agreement and their continued service as Management Board members, the Supervisory Board has decided to award Borchert a Risk Compensation Fee of €2,448,000 gross, and Eelman a Risk Compensation Fee of €1,500,000 gross. This amount will be payable after Closing.
If the Recipient (i) resigns as a Management Board member (other than at the request of GrandVision or its majority shareholder) prior to the date (the 'Reference Date') that is the earlier of (a) the delisting of GrandVision's shares from Euronext Amsterdam and (b) the first anniversary of the Closing or (ii) is suspended or dismissed as a Management Board member for Cause prior to the Reference Date, the Recipient shall be required to repay the aforementioned amount, minus applicable income tax paid by the Recipient, in full to GrandVision.
For purposes of the above paragraph, 'Cause' means a reason found in acts or omissions that constitute (i) an urgent reason (dringende reden) within the meaning of section 7:678 of the Dutch Civil Code or (ii) serious culpable acts or negligence (ernstig verwijtbaar handelen of nalaten), including gross negligence (grove schuld), willful misconduct (opzet), fraud (bedrog) or (other) serious culpability (ernstig verwijt).
The grant in 2018 under the LTIP 2015, will fully vest at Closing. Performance conditions will vest 'at target.' No additional holding period for the vested shares will be applied.
As for the LTIP 2019 grant, the original vesting date will move to six months prior original vesting date, and vesting will occur pro rata plus an additional six months to ensure participants will not lose any value. Performance conditions will vest at target for those who have a performance condition plan. No additional holding period for the vested shares will be applied.
Top LTIP 2015 (amended 2017)
The share settled share appreciation rights under the Top LTIP 2015 (amended 2017) shall vest unconditionally at Closing at the prorated plus 12 months value.
The holding requirements for the share settled share appreciation rights under the Top LTIP 2015 (amended 2017) are waived.