EADS

Notes to the Company Financial Statements

The total remuneration and related compensation costs of the Members of the Board of Directors and former directors in 2005 and 2004 can be specified as follows:

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(in €) 2005 2004
     
Fixum 4,908,190 3,949,425
Bonus (related to reporting period) 4,850,449 4,549,050
Fees 260,000 290,000
Total 10,018,639 8,788,475

The cash remuneration of the members of the Board of Directors was as follows:

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2005

(in €)
Fixum Bonus related to 2005 Fees Total
         
Directors        
Manfred Bischoff 60,000 184,250 90,000 334,250
Arnaud Lagardère 60,000 184,250 80,000 324,250
Thomas Enders (**) 737,560 820,556 - 1,558,116
Noël Forgeard 1,136,928 1,201,408 - 2,338,336
Jean-Paul Gut (**) 777,568 769,583 - 1,547,151
Hans Peter Ring 780,062 789,762 - 1,569,824
Francois David 20,000 92,125 30,000 142,125
Rüdiger Grube 20,000 92,125 (***) 112,125
Michael Rogowski 30,000 92,125 35,000 157,125
Juan Manuel Equiagaray Ucelay - 57,578 25,000 82,578
Former directors (*)        
Philippe Camus 624,911 227,685 - 852,596
Rainer Hertrich 624,911 227,685 - 852,596
Eckhard Cordes 10,000 30,708 - 40,708
Pedro Ferreras 16,250 49,901 - 66,151
Jean-René Fourtou 10,000 30,708 - 40,708
Total 4,908,190 4,850,449 260,000 10,018,639
(*) Prorata in accordance with their membership as Board of Directors.
(**) Full year remuneration.
(***) To be regularized in 2006.
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2004

(in €)
Fixum Bonus related to 2004 Fees Total
         
Directors        
Manfred Bischoff 60,000 200,000 110,000 370,000
Arnaud Lagardère 40,000 200,000 80,000 320,000
Philippe Camus 1,093,942 1,096,345 - 2,190,287
Rainer Hertrich 1,093,942 1,096,345 - 2,190,287
Noël Forgeard 1,079,153 1,119,751 - 2,198,904
Hans Peter Ring 462,388 482,440 - 944,828
Francois David - 66,667 20,000 86,667
Rüdiger Grube - 66,667 35,000 101,667
Michael Rogowski 30,000 100,000 20,000 150,000
Former directors        
Eckhard Cordes 30,000 33,334 10,000 73,334
Pedro Ferreras 30,000 54,167 15,000 99,167
Jean-René Fourtou 30,000 33,334 - 63,334
Total 3,949,425 4,549,050 290,000 8,788,475

The table below gives an overview of the interests of the members of the Board of Directors under the various stock options plans of EADS:

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  Number of Options      
  as of 1st Jan. 2005 granted during 2005 exercised during 2005 as of 31st Dec. 2005 exercise price in € expiry date
             
Thomas Enders 50,000 - - 50,000 20.90 8th July 2010
  50,000 - - 50,000 24.66 12th July 2011
  25,000 - 25,000 - 16.96 8th August 2012
  50,000 - 25,000 25,000 15.65 9th October 2013
  50,000 - - 50,000 24.32 7th October 2014
  - 135,000 - 135,000 33.91 8th Dec. 2015
Noël Forgeard 110,000 - 67,000 43,000 20.90 8th July 2010
  88,000 - - 88,000 24.66 12th July 2011
  108,000 - - 108,000 16.96 8th August 2012
  108,000 - - 108,000 15.65 9th October 2013
  108,000 - - 108,000 24.32 7th October 2014
  - 135,000 - 135,000 33.91 8th Dec. 2015
Jean-Paul Gut 50,000 - 50,000 - 20.90 8th July 2010
  50,000 - 50,000 - 24.66 12th July 2011
  50,000 - - 50,000 16.96 8th August 2012
  50,000 - - 50,000 15.65 9th October 2013
  50,000 - - 50,000 24.32 7th October 2014
  - 100,000 - 100,000 33.91 8th Dec. 2015
Hans Peter Ring 10,000 - - 10,000 20.90 8th July 2010
  28,000 - - 28,000 24.66 12th July 2011
  37,000 - - 37,000 16.96 8th August 2012
  50,000 - - 50,000 15.65 9th October 2013
  50,000 - - 50,000 24.32 7th October 2014
  - 100,000 - 100,000 33.91 8th Dec. 2015
Total 1,172,000 470,000 217,000 1,425,000    

In 2005 no stock options were granted to the former directors Mr. Philippe Camus and Mr. Rainer Hertrich. However, under the terms of their employment contracts a termination package was allocated to them (€2.550 million each, i.e. 18 months of total target income).

As detailed above, the number of outstanding stock options granted to the Executive Board Directors was 1.425 million as at 31st December 2005. To the other members of the Executive Committee, to the Group’s senior management and to former members of the Board of Directors, the number of the outstanding stock options amounted to 32.941 million at the same date. For further information, please see note 31 of the consolidated IFRS financial statements.

The pension benefit obligation for the Executive Board Directors is as follows:

The Executive Board Directors have pension promises as part of their employment agreements. The general policy is to give them annual pension of 50% of their annual base salary after five years in the Executive Committee of EADS at the age of 60 to 65. In case of the CEOs, the retirement age is 60. This obligation increases to 60% after ten years of service in the EADS Executive Committee.

These pension schemes have been implemented and financed through collective executive pension plans in France and Germany. These pension promises have also separate rules e.g. for minimum length of service and other conditions to comply with national regulations.

For the Executive Board Directors, the amount of the pension defined benefit obligation, net of accumulated actuarial losses, amounted to €18 million as of 31st December 2005. This obligation has been partly funded and accrued for in the consolidated financial statements for its unfunded portion.

The amounts reported above for the Executive Board Directors are free of benefits in kind they are entitled to, as well as all national social and income tax impacts.

Such executives are entitled to a company car. The value of the company cars of newly appointed Executive Board Directors is as follows:

For Thomas Enders €81,772, for Noël Forgeard €74,085, for Jean-Paul Gut €69,483 and for Hans Peter Ring €100,906.

Mr. Thomas Enders benefits also from a free accommodation in France. The monthly lease amounts to €3,627.

EADS has not provided any loans to / advances to / guarantees on behalf of Directors.

For further information to the remuneration, please see note 32 of the consolidated financial statements.




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