Annual Report 2011 (5.07 MB, PDF-File) - Oerlikon

Other conditions and payments
The employment contracts of the most recent members of the Executive Committee
(CEO, CRO and CHRO) contain no provisions relating to severance payment or
change in control.
The employment contracts of Executive Committee members are of unlimited duration
and terminate automatically upon a member reaching the age of 62.
Notice Period: The contracts provide for a notice period of twelve months. The
contract of the Chief Restructuring Officer (CRO) provided for a shorter period.
Severance payment: In case of termination by OC Oerlikon (other than for cause
within the meaning of article 337 of the Swiss Code of Obligations or other than in
case of a change of control), the Executive is entitled to a severance payment. The
severance payment is equal to the market value of the existing LTI plans.
In case of termination by OC Oerlikon or the Executive within a period of 12 months
from the effective date of a change of control regarding OC Oerlikon Corporation AG,
Pfäffikon the Executive is entitled to a severance payment. The severance payment is
equal to an annual compensation and the market value of the existing LTI plans.
Change of control: A change of control shall mean (summarized) one of the
following events:
A person, group of persons or entity becomes the beneficial owner of voting
securities representing 33.33 % or more of the combined voting power of all outstanding
securities of OC Oerlikon Corporation AG, Pfäffikon (hereinafter
“OC Oerlikon”) or, in the event of a merger, of the outstanding voting securities of the
surviving or resulting entity, while at the same time no other present shareholder of
OC Oerlikon, who disposed of more than 10 % of this combined voting power on
October 1, 2008, disposes of a higher voting power in OC Oerlikon or, in the event
of a merger, in the surviving or resulting entity.
The shareholders of OC Oerlikon approve the sale of substantially all the business
and/or assets of OC Oerlikon to a person or entity of which OC Oerlikon, directly or
indirectly, controls 50 % or less of all outstanding securities.
Additional fees: Members of the Board of Directors, the Executive Committee or
related parties did not receive any fees or other remuneration for additional services
to OC Oerlikon or one of its subsidiaries in the 2011 business year.
Loans: In 2011, neither OC Oerlikon nor its subsidiaries granted any guarantees,
loans, advances or credit facilities to members of the Board of Directors, the Executive
Committee or related parties.