11. Change of Control and Defense Measures
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 other than
- with regard to the Performance Share Units (PSUs): PSUs 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;
- with regard to the Matching Share Plan (MSP): The blocking period of the Investment Shares of the MSP terminates on the date of the change of control and entitles to receive Matching Shares on a pro-rata basis;
- with regard to the Clariant Long-Term Incentive Plan (CLIP): a pro-rata settlement in cash of the vested Performance Share Units on the assumed basis that performance targets had been achieved to 80%.
Executive Committee
Management body of joint stock companies; at Clariant the Executive Committee currently comprises four members. View entire glossary