Enel's Energy Infrastructure Growth and Resilience
CEO remuneration
Termination agreements
Pro rata temporis rule
In case of misalignment between the
performance period of the 2022 LTI plan and
the term of office of CEO/GM, due to the expiry
of its mandate without renewal, a "pro rata
temporis" rule for compensation was confirmed¹
Non-competition agreement
1.
2.
enel
Severance payment
It was confirmed a severance payment equal to 2 years of fixed
compensation payable only in the event of:
> revocation or non-renewal of the CEO/GM without just cause;
> resignation of the CEO/GM due to a just cause.
No severance payment is provided for in cases of variation in Enel's
ownership structure (so called "change of control" provision).
It was confirmed the grant by the CEO/GM to the Company, for a consideration equal to 500,000 € (payable in three yearly
installments), of the right to activate a non-competition agreement, upon termination of directorship and executive relationships.
> Current
CEO
> New CEO
appointed
Should the Company exercise such option right, the agreement refrains the CEO from carrying out activities in
competition with the Enel Group, for a period of one year and within specific Countries², for a consideration equal
to a maximum amount of 3,300,000 €, i.e. 1 year of fixed remuneration and the average short-term variable
remuneration effectively accrued during the mandate (gross of the consideration already paid).
Should the Company exercise such option right, the agreement refrains the CEO from carrying out activities in
competition with the Enel Group, for a period of two years and within specific Countries², for a consideration
equal to a 3,040,000 €, i.e. 2 years of fixed remuneration (gross of the consideration already paid).
Specifically, in the event of expiration of directorship relationship without simultaneous renewal of the same and, therefore, in the event of automatic termination also of the executive relationship - before the LTI
2023 performance period conclusion, it is provided that the CEO/GM shall maintain the right to the disbursement of the accrued incentive, based upon the level of achievement of the performance objectives provided
under the Plan, and that the final assessment of the incentive will be made pro rata temporis until the date of termination of the directorship and executive relationship.
Namely for the current CEO: Italy, France, Spain, Germany, Chile and Brazil. For the new CEO appointed: Italy, France, Spain, Germany, USA, Chile, Colombia and Brazil
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