Danone // 2020 Universal Registration Document

corporate governance 6.4 Detailed information on long-term compensation plans DANONE UNIVERSAL REGISTRATION DOCUMENT 2020 284 GROUP PERFORMANCE UNITS (GPU) Principles GPUwere introduced in 2005 tomore closely align the compensation of Danone’s corporate officers, Executive Committee members and 1,600 senior executives with the Company’s overall medium-term operational and economic performance. They represent long-term cash compensation paid by Danone under performance conditions that are assessed over three years and are the same for all beneficiaries. Each GPU has a maximum value of €30. Information on the valuation of existing GPU is provided below in section Objectives applicable to the GPU in effect. In case of a change of control, the performance objectives for the valuation period, i.e. the three calendar years during which the three-year performance objectives will be assessed, would be: • valued on the basis of the achievement of the objectives validated by the Board of Directors; • considered fully achieved if the objectives were not yet validated by the Board of Directors on the date of change of control. A payment would be made for all outstanding GPU plans in the month following the change of control. Moreover, the continuous employment and performance conditions are partially waived in case of a beneficiary’s death or voluntary or non-voluntary retirement. For the corporate officers, in case of departure before the end of the term set for assessing the performance criteria, payment of long-term cash compensation is cancelled, except under excep- tional circumstances justified by the Board. Therefore, in case of the voluntary or non-voluntary retirement of a corporate officer: • he/she loses all rights to the GPU granted during the 12 months preceding his/her departure; • the GPU granted previously (i) are considered vested by said beneficiary and the three-year continuous employment condition does not apply; and (ii) are valued as of the date of the event based on the following rules: • the calendar year(s) for which the financial statements were approved by the Board of Directors are assessed based on achievement of the objectives; • the current or future calendar year(s) is/are deemed to have no value. STEP 2 Assessment of the achievement of performance conditions This assessment is performed by the Board upon recommendation of the Governance Committee in order to value the GPU on the basis of predetermined objectives. STEP 3 Payment of GPU The payment of GPU is subject to the validation of a three- year continuous employment conditions that applies to all beneficiaries. STEP 1 Determination of performance conditions and grant of GPU The performance conditions are deter- mined by the Board of Directors upon recommendation of the Governance Committee. They are based on one key financial indicator and/or one or more social/environmental indicator(s).