from a single source. Conergy AG Annual ... - Alle jaarverslagen

57Top quality – from a single sourceManagement Board and Supervisory BoardCompensation |Group Management ReportConsolidated Financial StatementsFurther Informationfixed as the base price) by at least 10.0 percent, on thethirtieth trading day, at the earliest, at the Frankfurt(Main) Stock Exchange prior to expiration of the waitingperiod of the stock appreciation rights and no laterthan prior to the expiration of the overall maturity. Thesecond tranche could only be exercised if the shareprice exceeded the base price by at least 20.0 percentunder the same conditions. Any exercise of the stockappreciation rights was ineffective absent the fulfilmentof these performance targets. Stock appreciationrights had to be exercised no later than by the stock’sfinal maturity; if not, they were forfeited outright withoutcompensation. For every stock appreciation rightexercised to legal effect, Mr Dieter Ammer had a claimagainst the Company for payment in cash of an amountcorresponding to the difference between the unweightedclosing price of Conergy AG’s share in Deutsche BörseAG’s Frankfurt (Main) XETRA trading on the last 30consecutive trading days preceding the exercise dateof the stock appreciation right (limited to a specificmaximum price) and the base price. The SARs wereforfeited outright without compensation once his employmentended because the exercise conditions hadnot been met.In connection with the renewal of Dieter Ammer’s director’scontract effective 1 August 2010, the SupervisoryBoard agreed to variable compensation that divergesfrom the new compensation system owing to his short,three-month term of office. His compensation alsocomprised a fixed and a variable component. The fixedcompensation was not contingent on performanceand was raised from monthly TEUR 41.6 to TEUR 42.The variable component was based on both personalperformance and achievement of qualitative goals thatthe Supervisory Board had fixed in advance. DieterAmmer was entitled to a performance bonus of nomore than TEUR 99 if the targets were met in full.Dr. Jörg Spiekerkötter was entitled to an annual performancebonus of TEUR 500 if all performance targets weremet. His annual performance bonus was raised in incrementsof TEUR 50 for each additional 10.0 percentagepoints by which goal achievement surpassed the baseline,up to a maximum of TEUR 750; it was reduced in incrementsof TEUR 50 for each 10.0 percentage points bywhich goal achievement fell short of the baseline.Dr. Jörg Spiekerkötter also participated in a sharebasedcompensation programme entailing stock appreciationrights embodied in phantom stock optionswith a term of three years overall. These phantom optionswere divided into three tranches with terms ofone, two and three years. Three exercise dates havebeen set; on each date, a third of the Phantom StockOptions granted could be exercised. After three years,all of the Phantom Stock Options are exercisable. Unexercisedoptions could be carried over to the next twotranches. At the time the Phantom Stock Options wereexercised, Conergy AG was obligated to pay the differencebetween the base price that was fixed at theinception of the stock option programme and thevolume-weighted average share price during the last85 trading days prior to the end of the relevant serviceperiod. The difference was increased or decreased by10.0 to 20.0 percent depending on the development ofConergy’s share relative to the Öko-Dax reference index.The gross amount paid out was restricted to amaximum total amount even if the calculation principlesused would technically have resulted in a higher amount.The share-based payment programme expired on31 October 2010.Dr. Andreas von Zitzewitz was entitled to an annualperformance bonus of TEUR 400 if all performancetargets were met. His annual performance bonus wasraised in increments of TEUR 40 for each additional10.0 percentage points by which goal achievementsurpassed the baseline, up to a maximum of TEUR 600;it was reduced in increments of TEUR 40 for each10.0 percentage points by which goal achievement fellshort of the baseline. Dr. Andreas von Zitzewitz wasalso be included in any stock option plan or sharebasedpayment plan that the Company might establishin future. Effective 1 January 2011, Dr. Andreas vonZitzewitz shall also be paid noncompete compensationof TEUR 300 for a period of nine months, to be disbursedin nine equal instalments.Philip von Schmeling was entitled to an annual performancebonus of TEUR 180 if all performance targetswere met. His annual performance bonus was raised inincrements of TEUR 18 for each additional 10.0 percentagepoints by which goal achievement surpassedthe baseline, up to a maximum of TEUR 270; it was reducedin increments of TEUR 18 for each 10.0 percentagepoints by which goal achievement fell short of thebaseline. The extent to which targets were met wasdetermined to be 110.0 percent at the time he resignedfrom the Management Board.The contracts with Philip von Schmeling and Dr. JörgSpiekerkötter as Management Board members providedfor compensation corresponding to no more than theseverance pay cap specified in item 4.2.3 of the GermanCorporate Governance Code in case of early terminationof their respective activities as such. In a deviationfrom the foregoing sentence however, maximum sev-