The Articles of Association contain no opting-out or opting-up clause. None of the contracts with members of the Board of Directors contains a change of control clause. The contracts of the members of the Executive Committee who joined the Executive Committee prior to April 2009 contain a remuneration clause provided the contract is terminated or the member’s function is changed considerably within 18 months after a change of control (see compensation report). If there is a change of control (which, for members of the Executive Committee, also includes a replacement of the majority of the members of the Board of Directors) or a public takeover bid that is not supported by the Board of Directors, all allocated restricted stock units (RSUs) of the RSU plan are automatically vested and the performance share units (PSUs) are automatically converted into shares on a pro-rata basis without being subject to blocking restrictions. The vesting period for those RSUs granted to the members of the Board of Directors ends no later than the date on which the individual steps down from his or her respective function.
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