The limit beyond which the duty to make an offer applies is the same as the statutory minimum, 33 1/3%. There are no clauses on changes of control in agreements with members of the Board of Directors and the Executive Committee as well as other management executives, other than
a) with regard to the Performance Share Units (PSU): PSU unvested at the date of change of control vest on a pro rata basis. The Board of Directors is authorized, at its discretion, to assess if the performance targets are met and to decide on settlement in shares or in cash;
b) with regard to the Matching Share Plan (MSP): The blocking period of the Investment Shares of the MSP terminate on the date of the change of control and entitles to receive Matching Shares on a pro rata basis;
c) those set forth in paragraph 4.8 of the Clariant Stock Option Plan (see remarks in Notes to the consolidated financial statements, Note 31 »Employee Participation Plans« of the Integrated Report). This authorizes the Board of Directors, at its discretion, to transfer granted options early to participating staff (»accelerated vesting«) or enable the early exercise of the options (»accelerated exercise«) in the case of a change of control.
Management body of joint stock companies; at Clariant the Executive Committee currently comprises four members. VIEW ENTIRE GLOSSARY