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Financial Statements and Corporate Governance

The total cash gross remuneration and related compensation costs of the members of the Board of Directors and former directors in 2007 and 2006 can be specified as follows:

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(in €)

2007

2006

 

 

 

Fixum

4,194,733

4,564,086

Bonus (related to reporting period)

3,294,312

2,361,451

Fees

390,000

395,000

 

7,879,045

7,320,537

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

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(*)

Remuneration waived at the Director’s request.

(**)

Pro rata in accordance with their periods of membership with the Board of Directors.

2007
(in €)

Fixum

Bonus related to 2007

Fees

Total

 

 

 

 

 

Directors

 

 

 

 

Rüdiger Grube

30,000

109,813

85,000

224,813

Louis Gallois

1,147,701

957,885

-

2,105,586

Rolf Bartke

-

11,766

15,000

26,766

Dominique D’Hinnin

-

11,766

15,000

26,766

Juan Manuel Eguiagaray Ucelay

30,000

62,750

50,000

142,750

Arnaud Lagardère

60,000

113,734

60,000

233,734

Hermann-Josef Lamberti

-

11,766

10,000

21,766

Lakshmi N. Mittal*

-

-

-

-

Sir John Parker

-

11,766

20,000

31,766

Michel Pébereau

-

41,833

25,000

66,833

Bodo Uebber

-

41,833

10,000

51,833

 

 

 

 

 

Former directors

 

 

 

 

Manfred Bischoff

60,000

31,375

50,000

141,375

Thomas Enders**

1,218,157

800,275

-

2,018,432

Jean-Paul Gut

818,937

388,500

-

1,207,437

Hans-Peter Ring**

769,938

597,282

-

1,367,220

François David

30,000

50,984

30,000

110,984

Michael Rogowski

30,000

50,984

20,000

100,984

Total

4,194,733

3,294,312

390,000

7,879,045

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(*)

Remuneration waived at the Director’s request.

(**)

Including regularisation of €30,000 relating to the 2005 attendance fees paid in 2006.

(***)

Pro rata in accordance with his period of membership with the Board of Directors.

2006
(in €)

Fixum

Bonus related to 2006

Fees

Total

 

 

 

 

 

Directors

 

 

 

 

Manfred Bischoff

60,000

43,750

100,000

203,750

Arnaud Lagardère

60,000

43,750

100,000

203,750

Thomas Enders

1,195,225

542,468

-

1,737,693

Louis Gallois (until end of June)*

-

-

-

-

Louis Gallois (since July 06)

450,000

257,612

-

707,612

Jean-Paul Gut

943,693

456,527

-

1,400,220

Hans-Peter Ring

951,193

456,527

-

1,407,720

François David

30,000

21,875

40,000

91,875

Rüdiger Grube

30,000

21,875

75,000**

126,875

Michael Rogowski

30,000

21,875

30,000

81,875

Juan Manuel Eguiagaray Ucelay

18,750

21,875

50,000

90,625

 

 

 

 

 

Former director***

 

 

 

 

Noël Forgeard

795,225

473,317

-

1,268,542

Total

4,564,086

2,361,451

395,000

7,320,537

The table below gives an overview of the interests of the current Executive Board Directors under the various long term incentive plans of EADS:

STOCK OPTION PLANS

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Number of options

 

 

 

 

 

 

Year of plan

Initially granted

As at 1st Jan. 2007

Granted in 2007

Exercised during 2007

As at 31st Dec. 2007

Exercise price
(in €)

Expiry date

 

 

 

 

 

 

 

 

Louis Gallois

 

 

 

 

 

 

 

2006

67,500

67,500

-

-

67,500

25.65

16th Dec. 2016

PERFORMANCE SHARES PLAN

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(*)

Vesting of all performance shares granted to the Chief Executive Officer is subject to performance conditions.

Number of performance shares*

 

 

 

Year of plan

Initially granted

As at 1st Jan. 2007

Granted in 2007

Vested during 2007

As at 31st Dec. 2007

Vesting date

 

 

 

 

 

 

 

Louis Gallois

 

 

 

 

 

 

2006

16,875

16,875

-

-

16,875

Publication of the 2009 annual results, expected in March 2010

PERFORMANCE UNITS PLAN

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(**)

Vesting of all performance units granted to the Chief Executive Officer is subject to performance conditions.

Number of performance units**:

Granted
in 2007

 

Vesting date

 

 

 

 

Louis Gallois

33,700

Vesting schedule is made up of 4 payments over 2 years:

 

• 25% expected in May 2011;
• 25% expected in November 2011;
• 25% expected in May 2012;
• 25% expected in November 2012.

Stock option plans

To the former Executive Board Directors who ceased their membership with the Board of Directors in 2007, the number of outstanding stock options amounted to 865,000 as at 31st December 2007.

To the other current members of the Executive Committee and to the Group’s senior management, the number of outstanding stock options amounted to 27,817,282 at the same date.

During the year 2007, none of the Executive Committee Members, including former Executive Board Directors (who ceased their membership with the Board of Directors in 2007), have exercised options granted under the various EADS stock option plans. Exercises of EADS Executive Committee Members are disclosed on the EADS internet website in accordance with the applicable regulations.

Performance and Restricted shares plan

To the former Executive Board Directors who ceased their membership with the Board of Directors in 2007, the number of the outstanding performance shares, subject to achievement of performance results, amounted to 41,875 as at 31st December 2007.

To the other current members of the Executive Committee and to the Group’s senior management, the number of outstanding performance and restricted shares amounted to 1,656,375 at the same date.

Performance and Restricted units plan

To the former Executive Board Directors who ceased their membership with the Board of Directors in 2007, the number of the outstanding performance units, subject to achievement of performance results, amounted to 58,700 as at 31st December 2007.

To the other current members of the Executive Committee and to the Group’s senior management, the number of outstanding performance and restricted units amounted to 2,107,600 at the same date.

The expense in 2007 for stock options, performance shares and performance units granted to the Chief Executive Officer was €0.4 million.

For further information, please see Note 31 of the Consolidated IFRS Financial Statements.

Former Director and Executive Committee member :

Under the terms of his employment contract, Jean-Paul Gut was entitled to:

  • six-month notice period, reduced to four-month notice period at Jean-Paul Gut’s request, which represented a payment of €466,667 gross (fixum and bonus) (included in the cash remuneration figures disclosed above);
  • a termination package of €2,800,000 (two years of total target income);
  • an indemnity aiming at compensating his accumulated additional pension rights at the date of his departure.

In addition, EADS has concluded with Mr Jean-Paul Gut a long-term Service Provider’s Agreement, in order to retain Mr Gut’s specific expertise in the field of marketing and M&A activities.

The pension benefit obligation for the Executive Committee Members is as follows:

The Members of the Executive Committee have pension promises as part of their employment agreements. The general policy is to give them annual pensions of 50% of their annual base salary upon reaching 5 years of service in the Executive Committee of EADS at the age of 60 or 65.

These rights can gradually increase to 60% after a second term, usually after ten years of service in the EADS Executive Committee.

These pension schemes have been implemented 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 Chief Executive Officer, the amount of the pension defined benefit obligation amounted to €0.8 million as of 31st December 2007, while the amount of current service and interest cost related to his pension promise accounted for during fiscal year 2007 represented an expense of €0.6 million. This obligation has been accrued for in the Financial Statements.

Other benefits

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

The Chief Executive Officer is entitled to a company car. The value of his company car is €23,977.

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

For further information on the remuneration, please see Note 32 of the Consolidated Financial Statements.