Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer — Form 20-F — SEA’34
Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 12.97M
Non-Canadian Issuer
2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 129K
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 359K
Liquidation or Succession
4: EX-4.13 Instrument Defining the Rights of Security Holders HTML 73K
5: EX-4.14 Instrument Defining the Rights of Security Holders HTML 77K
6: EX-8.1 Opinion of Counsel re: Tax Matters HTML 67K
8: EX-13.1 Annual or Quarterly Report to Security Holders HTML 57K
7: EX-12.1 Statement re: the Computation of Ratios HTML 63K
9: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 56K
18: EX-15.10 Letter re: Unaudited Interim Financial Info HTML 62K
19: EX-15.11 Letter re: Unaudited Interim Financial Info HTML 73K
20: EX-15.12 Letter re: Unaudited Interim Financial Info HTML 58K
21: EX-15.13 Letter re: Unaudited Interim Financial Info HTML 58K
22: EX-15.14 Letter re: Unaudited Interim Financial Info HTML 60K
23: EX-15.15 Letter re: Unaudited Interim Financial Info HTML 57K
10: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 56K
11: EX-15.3 Letter re: Unaudited Interim Financial Info HTML 61K
12: EX-15.4 Letter re: Unaudited Interim Financial Info HTML 58K
13: EX-15.5 Letter re: Unaudited Interim Financial Info HTML 58K
14: EX-15.6 Letter re: Unaudited Interim Financial Info HTML 61K
15: EX-15.7 Letter re: Unaudited Interim Financial Info HTML 61K
16: EX-15.8 Letter re: Unaudited Interim Financial Info HTML 67K
17: EX-15.9 Letter re: Unaudited Interim Financial Info HTML 61K
29: R1 Cover HTML 128K
30: R2 Audit Information HTML 61K
31: R3 Consolidated Statements of Operations HTML 102K
32: R4 Consolidated Statements of Operations HTML 60K
(Parenthetical)
33: R5 Consolidated Statements of Other Comprehensive HTML 128K
Income
34: R6 Consolidated Statements of Financial Position HTML 154K
35: R7 Consolidated Statements of Financial Position HTML 68K
(Parenthetical)
36: R8 Consolidated Statements of Changes In Equity HTML 143K
37: R9 Consolidated Statements of Cash Flows HTML 177K
38: R10 Consolidated Statements of Cash Flows HTML 62K
(Parenthetical)
39: R11 Accounting Principles HTML 88K
40: R12 Scope of Consolidation HTML 597K
41: R13 Segment Reporting HTML 281K
42: R14 Operating Data HTML 189K
43: R15 Goodwill, Intangible and Tangible Assets HTML 314K
44: R16 Financing and Financial Instruments HTML 912K
45: R17 Leases HTML 123K
46: R18 Personnel Expenses and Deferred Employee Benefits HTML 678K
47: R19 Provisions, Contingencies and Commitments HTML 250K
48: R20 Income Taxes HTML 212K
49: R21 Equity HTML 341K
50: R22 Related Parties HTML 131K
51: R23 Accounting Principles (Policies) HTML 311K
52: R24 Scope of Consolidation (Tables) HTML 587K
53: R25 Segment Reporting (Tables) HTML 279K
54: R26 Operating Data (Tables) HTML 192K
55: R27 Goodwill, Intangible and Tangible Assets (Tables) HTML 267K
56: R28 Financing and Financial Instruments (Tables) HTML 1.14M
57: R29 Leases (Tables) HTML 121K
58: R30 Personnel Expenses and Deferred Employee Benefits HTML 665K
(Tables)
59: R31 Provisions, Contingencies and Commitments (Tables) HTML 136K
60: R32 Income Taxes (Tables) HTML 195K
61: R33 Equity (Tables) HTML 344K
62: R34 Related Parties (Tables) HTML 127K
63: R35 Accounting Principles (Details) HTML 60K
64: R36 Accounting Principles - Impact of climate change HTML 65K
and the transition to a low carbon economy
(Details)
65: R37 ACCOUNTING PRINCIPLES - Situation in Ukraine and HTML 88K
collateral consequences (Details)
66: R38 SCOPE OF CONSOLIDATION - List of Subsidiaries HTML 113K
(Details)
67: R39 SCOPE OF CONSOLIDATION - Translation of Financial HTML 64K
Statements Denominated in Foreign Currency
(Details)
68: R40 SCOPE OF CONSOLIDATION - Acquisitions Narrative HTML 220K
(Details)
69: R41 SCOPE OF CONSOLIDATION - Schedule of Assets HTML 143K
Acquired and Liabilities Assumed (Details)
70: R42 SCOPE OF CONSOLIDATION - Divestments Narrative HTML 166K
(Details)
71: R43 SCOPE OF CONSOLIDATION - Summary of Divestments HTML 127K
(Details)
72: R44 SCOPE OF CONSOLIDATION - Investment in Associates HTML 69K
and Joint Arrangements (Details)
73: R45 SCOPE OF CONSOLIDATION - Summary of Joint Ventures HTML 233K
(Details)
74: R46 SCOPE OF CONSOLIDATION - Joint Ventures Narrative HTML 231K
(Details)
75: R47 SCOPE OF CONSOLIDATION - Summary of Associates HTML 154K
(Details)
76: R48 SCOPE OF CONSOLIDATION - Associates Narrative HTML 68K
(Details)
77: R49 SCOPE OF CONSOLIDATION - Other Associates and HTML 83K
Joint Ventures that are not Individually Material
(Details)
78: R50 SCOPE OF CONSOLIDATION - Impairment of Associates HTML 64K
and Joint Ventures (Details)
79: R51 SCOPE OF CONSOLIDATION - Investments in Joint HTML 59K
Operations (Details)
80: R52 SCOPE OF CONSOLIDATION - Other Investments HTML 126K
(Details)
81: R53 SCOPE OF CONSOLIDATION - Income (Loss) from HTML 72K
Investments in Associates, Joint Ventures and
Other Investments (Details)
82: R54 SEGMENT REPORTING - Reportable Segments (Details) HTML 133K
83: R55 SEGMENT REPORTING - Sales by Geographical Area HTML 129K
(Details)
84: R56 SEGMENT REPORTING - Non-current Assets by HTML 121K
Geographical Area (Details)
85: R57 SEGMENT REPORTING - Sales by Type of Products HTML 70K
(Details)
86: R58 SEGMENT REPORTING - Disaggregated Revenue HTML 113K
(Details)
87: R59 OPERATING DATA - Revenue (Details) HTML 79K
88: R60 OPERATING DATA - Schedule of Cost of Sales HTML 76K
(Details)
89: R61 OPERATING DATA - Trade Accounts Receivable and HTML 67K
Other - Narrative (Details)
90: R62 OPERATING DATA - Schedule of Trade Accounts HTML 67K
Receivable and Allowance for Expected Credit
Losses (Details)
91: R63 OPERATING DATA - Exposure to Credit Risk by HTML 70K
Reportable Segment (Details)
92: R64 OPERATING DATA - Aging of Trade Accounts HTML 91K
Receivable (Details)
93: R65 OPERATING DATA - Movement in the Allowance for HTML 67K
Lifetime Expected Credit Losses (Details)
94: R66 OPERATING DATA - Inventories - Narrative (Details) HTML 58K
95: R67 OPERATING DATA - Schedule of Inventories (Details) HTML 71K
96: R68 OPERATING DATA - Movement in Inventory Reserve HTML 65K
(Details)
97: R69 OPERATING DATA - Schedule of Prepaid Expenses and HTML 75K
Other Current Assets (Details)
98: R70 OPERATING DATA - Schedule of Other Assets HTML 75K
(Details)
99: R71 OPERATING DATA - Trade Accounts Payable and Other HTML 65K
- Narrative (Details)
100: R72 OPERATING DATA - Schedule of Accrued Expenses and HTML 74K
Other Liabilities (Details)
101: R73 GOODWILL, INTANGIBLE AND TANGIBLE ASSETS - HTML 73K
Goodwill and Intangible Assets (Details)
102: R74 GOODWILL, INTANGIBLE AND TANGIBLE ASSETS - HTML 80K
Goodwill and Intangible Assets, Goodwill (Details)
103: R75 GOODWILL, INTANGIBLE AND TANGIBLE ASSETS - HTML 120K
Goodwill and Intangible Assets, Other Intangible
Assets (Details)
104: R76 GOODWILL, INTANGIBLE AND TANGIBLE ASSETS - HTML 72K
Property, Plant and Equipment and Biological
Assets, Useful Lives (Details)
105: R77 GOODWILL, INTANGIBLE AND TANGIBLE ASSETS - HTML 166K
Property, Plant and Equipment and Biological
Assets (Details)
106: R78 GOODWILL, INTANGIBLE AND TANGIBLE ASSETS - HTML 63K
Impairment of Intangible Assets, Including
Goodwill, and Tangible Assets (Details)
107: R79 GOODWILL, INTANGIBLE AND TANGIBLE ASSETS - HTML 129K
Impairment of Intangible Assets, Including
Goodwill, and Tangible Assets, Impairment Test of
Goodwill and Intangible Assets (Details)
108: R80 GOODWILL, INTANGIBLE AND TANGIBLE ASSETS - HTML 67K
Sensitivity on Impairment of ACIS (Details)
109: R81 GOODWILL, INTANGIBLE AND TANGIBLE ASSETS - HTML 92K
Impairment of Intangible Assets, Including
Goodwill, and Tangible Assets, Impairment Test of
Property, Plant and Equipment (Details)
110: R82 FINANCING AND FINANCIAL INSTRUMENTS - Summary of HTML 214K
Assets and Liabilities Based on Categories
(Details)
111: R83 FINANCING AND FINANCIAL INSTRUMENTS - Schedule of HTML 106K
Assets and Liabilities at Fair Value (Details)
112: R84 FINANCING AND FINANCIAL INSTRUMENTS - Gross Debt - HTML 94K
Short-term Debt (Details)
113: R85 FINANCING AND FINANCIAL INSTRUMENTS - Gross Debt - HTML 243K
Long-term Debt (Details)
114: R86 FINANCING AND FINANCIAL INSTRUMENTS - Gross Debt - HTML 115K
Long-Term Debt, Narrative Credit Facility and
Bonds (Details)
115: R87 FINANCING AND FINANCIAL INSTRUMENTS - Gross Debt - HTML 154K
Interest Rate "Step-Up" (Details)
116: R88 FINANCING AND FINANCIAL INSTRUMENTS - Gross Debt - HTML 147K
Long-Term Debt, Narrative EIB, Other Loans,
Hedging (Details)
117: R89 FINANCING AND FINANCIAL INSTRUMENTS - Gross Debt - HTML 70K
Maturities (Details)
118: R90 FINANCING AND FINANCIAL INSTRUMENTS - Gross Debt - HTML 87K
Carrying Value and Fair Value (Details)
119: R91 FINANCING AND FINANCIAL INSTRUMENTS - Schedule of HTML 73K
Cash and Cash Equivalents and Restricted Cash
(Details)
120: R92 FINANCING AND FINANCIAL INSTRUMENTS - HTML 87K
Reconciliation of Liabilities Arising from
Financing Activities (Details)
121: R93 FINANCING AND FINANCIAL INSTRUMENTS - Net Debt HTML 92K
(Details)
122: R94 FINANCING AND FINANCIAL INSTRUMENTS - Derivative HTML 92K
Financial Instruments - Classified as Level 2
(Details)
123: R95 FINANCING AND FINANCIAL INSTRUMENTS - Derivative HTML 120K
Financial Instruments - Classified as Level 3
(Details)
124: R96 FINANCING AND FINANCIAL INSTRUMENTS - Financing HTML 80K
Costs (Details)
125: R97 FINANCING AND FINANCIAL INSTRUMENTS - Risk HTML 64K
management policy - Capital Management (Details)
126: R98 FINANCING AND FINANCIAL INSTRUMENTS - Risk HTML 63K
management policy - Interest Rate Risk (Details)
127: R99 FINANCING AND FINANCIAL INSTRUMENTS - Risk HTML 127K
management policy - Foreign Currency Sensitivity
Analysis (Details)
128: R100 FINANCING AND FINANCIAL INSTRUMENTS - Risk HTML 114K
management policy - Liquidity Risk (Details)
129: R101 FINANCING AND FINANCIAL INSTRUMENTS - Risk HTML 114K
management policy - Cash Flow Hedges (Details)
130: R102 FINANCING AND FINANCIAL INSTRUMENTS - Risk HTML 126K
management policy - Effect of Hedge Accounting,
Cash Flow Hedges (Details)
131: R103 FINANCING AND FINANCIAL INSTRUMENTS - Risk HTML 68K
management policy - Net investment hedges,
Narrative (Details)
132: R104 FINANCING AND FINANCIAL INSTRUMENTS - Risk HTML 133K
management policy - Net Investment Hedges
(Details)
133: R105 FINANCING AND FINANCIAL INSTRUMENTS - Risk HTML 78K
management policy - Raw Materials, Freight, Energy
Risks and Emission Rights (Details)
134: R106 FINANCING AND FINANCIAL INSTRUMENTS - Risk HTML 69K
management policy - Foreign Currency Sensitivity
(Details)
135: R107 FINANCING AND FINANCIAL INSTRUMENTS - Risk HTML 72K
management policy - Cash Flow Sensitivity on
Variable Rate Instruments (Details)
136: R108 FINANCING AND FINANCIAL INSTRUMENTS - Risk HTML 88K
management policy - Sensitivity Analysis - Base
Metals, Energy, Freight, Emissions Right (Details)
137: R109 LEASES - Right-of-use Assets, Depreciation and HTML 87K
Impairment Charges (Details)
138: R110 LEASES - Maturity Analysis of Lease Liabilities HTML 67K
(Details)
139: R111 LEASES - Potential Variable Lease Cash Outflows HTML 67K
(Details)
140: R112 LEASES - Potential Addition/(Reduction) in Future HTML 73K
Cash Flows From Extension Options and/or
Termination Options (Details)
141: R113 LEASES - Leases Not Yet Commenced (Details) HTML 71K
142: R114 PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS HTML 58K
- Employees and Key Management Personnel Narrative
(Details)
143: R115 PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS HTML 63K
- Employees' Compensation (Details)
144: R116 PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS HTML 65K
- Key Management Personnel's Compensation
(Details)
145: R117 PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS HTML 69K
- Deferred Employee Benefits (Details)
146: R118 PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS HTML 90K
- Deferred Employee Benefits - Narrative (Details)
147: R119 PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS HTML 199K
- Reconciliation of Defined Benefit Obligation,
Plan Assets and Statements of Financial Position
(Details)
148: R120 PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS HTML 85K
- Net Periodic Pension Cost (Details)
149: R121 PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS HTML 64K
- Other Post-Employment Benefits - Narrative
(Details)
150: R122 PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS HTML 148K
- Summary of Changes in the OPEB Obligation and
Changes in Plan Assets (Details)
151: R123 PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS HTML 86K
- Net Periodic Other Post-Employment Cost
(Details)
152: R124 PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS HTML 70K
- Expenses Recognized in Income Statement
(Details)
153: R125 PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS HTML 95K
- Weighted Average Asset Allocation for the Funded
Defined Benefit Pension Plans (Details)
154: R126 PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS HTML 74K
- Target Asset Allocation for the Funded Defined
Benefit Pension Plans (Details)
155: R127 PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS HTML 75K
- Actuarial Assumptions for Defined Benefit Plans
(Details)
156: R128 PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS HTML 65K
- Healthcare Cost Trend Rate (Details)
157: R129 PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS HTML 71K
- Cash Contributions and Maturity Profile, Life
Expectancy - Narrative (Details)
158: R130 PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS HTML 113K
- Sensitivity to a Change of the Significant
Actuarial Assumptions (Details)
159: R131 PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS HTML 81K
- Share Based Payments - Narrative (Details)
160: R132 PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS HTML 167K
- Terms and Conditions of Grants (Details)
161: R133 PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS HTML 166K
- Summary of Share Unit Plans Outstanding
(Details)
162: R134 PERSONNEL EXPENSES AND DEFERRED EMPLOYEE BENEFITS HTML 87K
- Share Unit Plan Activity (Details)
163: R135 PROVISIONS, CONTINGENCIES AND COMMITMENTS - HTML 110K
Provisions Overview (Details)
164: R136 PROVISIONS, CONTINGENCIES AND COMMITMENTS - HTML 71K
Provisions Overview - Narrative (Details)
165: R137 PROVISIONS, CONTINGENCIES AND COMMITMENTS - HTML 124K
Narrative Environmental Liabilities (Details)
166: R138 PROVISIONS, CONTINGENCIES AND COMMITMENTS - HTML 82K
Narrative Asset Retirement Obligation (Details)
167: R139 PROVISIONS, CONTINGENCIES AND COMMITMENTS - Other HTML 77K
Long-Term Obligations (Details)
168: R140 PROVISIONS, CONTINGENCIES AND COMMITMENTS - HTML 236K
Narrative Tax Claims (Details)
169: R141 PROVISIONS, CONTINGENCIES AND COMMITMENTS - HTML 83K
Competition and Antitrust Claims (Details)
170: R142 PROVISIONS, CONTINGENCIES AND COMMITMENTS - Other HTML 197K
Legal Claims (Details)
171: R143 PROVISIONS, CONTINGENCIES AND COMMITMENTS - HTML 65K
Commitments (Details)
172: R144 PROVISIONS, CONTINGENCIES AND COMMITMENTS - HTML 155K
Commitments - Narrative (Details)
173: R145 INCOME TAXES - Components of Income Tax Expense HTML 64K
(Benefit) (Details)
174: R146 INCOME TAXES - Effective Income Tax Rate HTML 85K
Reconciliation (Details)
175: R147 INCOME TAXES - Narrative Income Tax expense HTML 83K
(Benefit) (Details)
176: R148 INCOME TAXES - Permanent Items (Details) HTML 63K
177: R149 INCOME TAXES - Others (Details) HTML 63K
178: R150 INCOME TAXES - Income Tax Recorded Directly in HTML 84K
Equity and Other Comprehensive Income (Details)
179: R151 INCOME TAXES - Origin of the Deferred Tax Assets HTML 101K
and Liabilities (Details)
180: R152 INCOME TAXES - Deferred Tax Assets (Details) HTML 79K
181: R153 INCOME TAXES - Narrative Deferred Tax Assets and HTML 79K
Liabilities (Details)
182: R154 INCOME TAXES - Narrative Tax Losses, Tax Credits HTML 85K
and Other Tax Benefits (Details)
183: R155 INCOME TAXES - Tax Losses (Details) HTML 80K
184: R156 INCOME TAXES - Tax Credits and Other Tax Benefits HTML 78K
(Details)
185: R157 EQUITY - Share Details and Reconciliation HTML 189K
(Details)
186: R158 EQUITY - Authorized Shares (Details) HTML 62K
187: R159 EQUITY - Share Buyback and Treasury Shares HTML 77K
(Details)
188: R160 EQUITY - Narrative Equity Instruments and Hybrid HTML 124K
Instruments (Details)
189: R161 EQUITY - Earnings per Common Share (Details) HTML 68K
190: R162 EQUITY - Dividends (Details) HTML 65K
191: R163 EQUITY - Non-wholly Owned Subsidiaries that Have HTML 229K
Material Non-controlling Interests (Details)
192: R164 EQUITY - Transactions with Non-controlling HTML 114K
Interests (Details)
193: R165 RELATED PARTIES - Narrative (Details) HTML 59K
194: R166 RELATED PARTIES - Sales and Trade Receivables HTML 98K
(Details)
195: R167 RELATED PARTIES - Purchases and Trade Payables HTML 92K
(Details)
196: R168 RELATED PARTIES - Other Transactions With Related HTML 88K
Parties (Details)
199: XML IDEA XML File -- Filing Summary XML 386K
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‘EX-4.13’ — Instrument Defining the Rights of Security Holders
Supplemental Terms for 2022-2023 Group Management Board Performance Share Units Plan
The following share limits and vesting provisions shall apply to all Awards granted
pursuant to the Plan during the period beginning on the date of the general meeting of shareholders of the Company in 2022 and ending on the date of the annual general meeting of shareholders of the Company to be held in 2023 (the “2022-2023 Plan Year”). All other terms and conditions of the Performance Share Units are as set forth in the Plan, including but not limited to Section 6 thereof.
For purpose of clarification, as from 1st January 2016 the General Management Board has been replaced by the CEO Office, and as from February 11th, 2021 the CEO Office has been replaced by the Executive
Office; for the purpose of the 2022-2023 Plan Year any mention made in the Plan to the Group Management Board or its members should be interpreted as made to the Executive Office or its members.
1.Grant of Awards
The value of the Award shall correspond to 120% of the base salary at the date of the grant of the Award for the Executive Chairman of ArcelorMittal and for the Chief Executive Officer of ArcelorMittal.
For the purpose of the above, the value of the Award shall be calculated by using the relevant exchange rate of the business day preceding the day of the grant (as published in the treasury server https://web-treasury.appliarmony.net/servlet/Serv3?Forme=Form21).
In
order to determine the amount of the Award, the Volume-Weighted Average Price of the New York Stock Exchange of the business day (VWAP) preceding the grant shall be used. In order to calculate the number of Performance Share Units to be granted, a mathematic rounding shall be applied.
1.Vesting.
a.Each Award granted during the 2022-2023 Plan Year shall vest after the completion of the three (3) full year financial exercises commenced after the date on which the Award was granted, subject to the continued active Employment of the Participant through such date and subject to the achievement of the performance targets described hereafter, each of which shall determine the vesting of a specific portion of the Award and therefore shall be calculated separately to determine
the total vesting.
b.The performance targets for each Award granted during the 2022-2023 Plan Year and the portion of the Award conditioned by each of them shall be as follows:
i.The vesting of fifty percent (50%) of the Award (the “TSR Award”) shall be subject to the Company achievement on Total Shareholder Return (TSR) over the vesting period, which shall be determined by comparing the Company’s TSR to the
weighted
average of the TSR performance of the companies comprising a comparator group defined by the Committee, as measured over the three-year vesting period, and
ii.The vesting of twenty percent (20%) of the Award (the “EPS Award”) shall be subject to the Company achievement on Earnings Per Share ratio (EPS) over the vesting period relative, which shall be determined by comparing the Company’s EPS to the weighted average of the EPS performance of companies comprising a comparator group defined by the Committee, as measured over the three-year vesting period, and
iii.The vesting
of the remaining thirty percent (30%) of the Award (the “ESG Award”) shall be subject to the Company achievement on Environmental, Social and Governance measures over the vesting period as defined by the Committee split as follows:
-10%: Health & Safety measure
-10%: Climate action measure
-10%: Diversity & Inclusion measure
c.The performance targets applicable to the TSR Award, the EPS Award and the ESG Award shall be as follows:
i.With
respect to the TSR Award Portion, the target level shall be 100% of the weighted average and the stretch level shall be 120% of the weighted average performance realized by the companies in the comparator group over the three years of the vesting period,
ii.With respect to the EPS Award, the target level shall be 100% of the weighted average and the stretch level shall be 120% of the weighted average performance realized by the companies in the comparator group over the three years of the vesting period,
iii.With respect to the ESG Award, the target level shall be 100% of the target
and the stretch level shall be 120% of the target.
d.At
the end of the vesting period the Committee shall determine the level of performance achieved for each of the performance criteria and, for the portion of the awards conditioned by each of them, the Performance Share Units that shall vest and be subject to settlement for each Participant as follows:
i.No Performance Share Units shall vest if the Committee determines that the achievement reached for the performance target is below the target level defined.
ii.Performance Share Units shall vest and the Participants shall have the right to the settlement of a number of shares equal to 100% of the Performance Share Units
granted
if the Committee determines that the achievement reached for the performance is at the target level defined for the TSR, EPS and ESG Awards.
iii.Performance Share Units shall vest and the Participants shall have the right to the settlement of a number of shares equal to 150% of the Performance Share Units granted if the Committee determines that the achievement reached for the performance is at the stretch level defined above for the TSR, EPS and ESG Awards.
For performance results between target and stretch levels of the performance the Committee shall apply straight-line interpolation to determine the number of Performance Share Units that shall vest and be subject to settlement for the Participants, provided that in no event will a Participant be entitled to settlement of a number of Performance Share
Units equal to more than 150% of the Performance Share Units granted to the Participant.
The table below summarizes the performance criteria and the percentage of vesting associated to different achievement levels for each Award portion described in this document.
e.The Committee shall determine whether the performance criteria have been met within ninety (90) days from the vesting date and shall inform each Participant of such performance as soon as practicable thereafter.
Vested
awards shall be settled by the Company pursuant to the terms of the Plan on or within fourteen (14) days after confirmation that the performance criteria have been met, provided that the Participant has submitted all necessary settlement information prior to such time.
EXHIBIT 10
Terms Applicable to Participants Subject to United States Federal, State or Local Tax in Respect of Performance Share Units Granted Pursuant to the Plan during the 2022-2023 Plan Year
Pursuant to Section 16 of the Plan, the following terms and conditions shall apply to all Awards issued to any Participant who is or may be subject to federal, state or local tax in respect of any Performance Share
Units granted pursuant to the Plan during the 2022-2023 Plan Year (a “U.S. Participant”). With respect to each U.S. Participant, in the event of any conflict between the terms of the Plan and this Exhibit, the terms of this Exhibit shall apply.
1.Vesting and Settlement.
All Awards granted to U.S. Participants shall be settled within two and one-half months (75 calendar days) following the date on which such Award vests.
2.Committee Discretion.
With respect to Awards granted to U.S. Participants, the Committee’s authority with respect to leaves of absence
as set forth in Section 4(d) of the Plan shall be limited as follows: the Committee shall determine whether an authorized leave of absence, or absence in military or government service, shall constitute termination of Employment; provided that, no payment shall be made with respect to any Award that is subject to Section 409A of the Code as a result of any such authorized leave of absence or absence in military or government service unless such authorized leave or absence constitutes a separation from service for purposes of Section 409A.
With respect to Awards granted to U.S. Participants, the Committee may not accelerate the settlement of any Award unless any such acceleration
would be permissible under Section 409A of the Code.
4.Adjustments Upon Certain Changes.
No provision of Section 9 of the Plan shall be given effect with respect to Awards granted to U.S. Participants, to the extent that such provision would cause any tax to become due under Section 409A of the Code.
5.Amendment or Termination of the Plan.
With respect to Awards granted to U.S. Participants, no provision of the Board of Directors’ right to amend or terminate the plan as provided in Section 12 of the Plan shall be given effect to the extent that such provision would cause any tax to become due under
Section 409A of the Code.
6.Certain Limitations on Awards to Ensure Compliance with Code Section 409A.
The Company intends that the Plan and each Award granted hereunder that is subject to Section 409A of the Code shall comply with Section 409A of the Code and that the Plan shall be interpreted, operated and administered accordingly. In the event any term and/or condition of an Award granted hereunder would cause the application of an accelerated or additional tax due by the Participant under Section 409A of the Code, such term and/or condition
shall be restructured, to the extent possible, in a manner, determined by the Committee, that does not cause such an accelerated or additional tax. Any reservation of rights by the Company hereunder affecting the timing of payment of any Award subject to Section 409A of the Code (including, without limitation, the rights of the Committee pursuant to Section 9(d)) will only be as broad as is permitted by Section 409A of the Code. Notwithstanding anything herein to the contrary, in no event shall the Company be liable for the payment of or gross up in connection with any taxes and or penalties owed by the Participant pursuant to Section 409A of the Code.
To the extent that a Participant is not, during the period of time when his
or her Award is outstanding, subject to the application of Section 409A of the Code, the limitations contained herein solely to ensure compliance with Section 409A of the Code shall not apply.
