to download the 2012 registration document. - Groupe M6

CORPORATE GOVERNANCEa) Basis of compensation for breach of contractCompensation for breach of contract for members of the Executive Board is now equal to the differencebetween (i) twenty four (24) months of gross monthly remuneration calculated on the basis of the totalgross remuneration, both fixed and variable portions, received over the twelve (12) months preceding thetermination of the term of office as Chairman of the Executive Board of Nicolas de Tavernost or thetermination of the employment contract of Thomas Valentin, Robin Leproux and Jérôme Lefébure, and (ii)the cumulative amount (x) of the legal and contractual compensation possibly due in respect of breach ofemployment contract of the beneficiary, and the amount (y) of the compensation due, where appropriate,in respect of the non-competition commitment.It is specified, for the purposes of the calculation of this amount, that the remuneration as a member ofthe Executive Board is excluded from the basis of the calculation of compensation for Thomas Valentin,Robin Leproux and Jérôme Lefébure, to the extent that the contractual compensation for breach ofcontract from which they benefit is part of their employment contract.b) Event of payment of compensation for breach of contractThe event of compensation for breach contract benefiting member of the Executive Board is now limitedto Nicolas de Tavernost, in the event of the termination of his term of office as Chairman of the ExecutiveBoard other than by way of resignation or lack of performance (with both performance and lack ofperformance defined below), and for the other members of the Executive Board, in the event of breach oftheir employment contract other than dismissal for misconduct or serious offence, to resignation or lackof performance.c) Maintained performance conditionsIt is specified that the payment of compensation for breach of contract thus redefined by the SupervisoryBoard remains subject, pursuant to Article L. 225-90-1 of the Commercial Code, to the achievement ofthe following performance condition, introduced by the Supervisory Board on 3 March 2008:Profit from recurring operations (EBITA) of Métropole Télévision Group for the 36 months prior to thetermination of contract shall be at least equal to 80% of the budgeted objective, as approved by theSupervisory Board. The amount of severance pay shall then be calculated in proportion (between 80%and 100% of its reference amount) of the percentage of profit from recurring operations (EBITA) achievedcompared to the budgeted objective. No severance pay shall be paid when profit from recurringoperations (EBITA) for the past 36 months prior to the termination of contract proved lower than 80% ofthe budgeted objective.Payment of severance pay is subject to prior acknowledgement by the Supervisory Board that theperformance condition has been fulfilled.The termination of Catherine Lenoble’s term of office as member of the Executive Board in charge ofAdvertising did not give rise to the payment of the above-mentioned compensation for breach ofcontract, since retirement is treated as a resignation.Furthermore, Robin Leproux benefits from the above-mentioned mechanism, it being specified that theentitlement to compensation is acquired gradually over the first twenty four months of employment andmay not subsequently exceed this amount.2.3.2. Allocation of options to subscribe or purchase shares andallocation of free shares to members of the Executive Board2.3.2.1. Allocation policyOn 10 March 2009, the Supervisory Board decided to introduce a number of rules to provide a futureframework for all allocations of options to subscribe or to purchase shares and all allocations of freeshares for the benefit of members of the Executive Board.M6 GROUP - 2012 REGISTRATION DOCUMENT - 69