Long-term Climate Strategy and Financial Performance
CEO remuneration
Termination agreements
Pro rata temporis rule
enel
In case of misalignment between the performance period of the 2022 LTI plan and the term of office of CEO/GM, due to the
expiry of its mandate without renewal, a “pro rata temporis" rule for compensation was confirmed¹
Severance payment
It was confirmed a severance payment equal 2 years of fixed compensation payable only in the event of:
revocation or non-renewal of the CEO/GM without just cause;
resignation of the CEO/GM due to a just cause.
No severance payment is provided for in cases of variation in Enel's ownership structure (so called "change of control" provision).
Non competition agreement
It was confirmed the grant by the CEO/GM to the Company, for a consideration equal to 500,000 € (payable in three yearly
installments), of the right to activate a non-competition agreement, upon termination of directorship and executive relationships.
Should the Company exercise such option right, the agreement refrains the CEO from carrying out activities in competition with
the Enel Group, for a period of one year and within specific Countries², for a consideration equal to a maximum amount of 3,300,000 €.
1.
2.
Specifically, in the event of expiration of directorship relationship without simultaneous renewal of the same - and, therefore, in the event of automatic termination also of the executive relationship - before
the LTI 2022 performance period conclusion, it is provided that the CEO/GM shall maintain the right to the disbursement of the accrued incentive, based upon the level of achievement of the performance
objectives provided under the Plan, and that the final assessment of the incentive will be made pro rata temporis until the date of termination of the directorship and executive relationship.
Namely in the following Countries: Italy, France, Spain, Germany, Chile and Brazil.
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