Remuneration of Management and Supervisory Board

Management Board

The remuneration of the Members of the Management Board consists of

• fixed remuneration
• variable remuneration, so-called bonus, and
• stock options.

The remuneration paid to the members of the Management Board in the financial year totalled T€ 1,501 of which T€ 433

was variable remuneration

Fixed remuneration includes base salaries, contributions to personal pension plans, premiums for accident and accidental death insurances as well as the benefit derived from the use of company cars.

Variable remuneration is based on a bonus scheme that is designed every year by the Remuneration and Nomination Committee of the Supervisory Board and is subsequently approved by the Supervisory Board.

Scheme for the variable portion of the remuneration in 2010 relating to the business year 2009:

	Achievement of defined corporate milestones %	Achievement of budgeted financial targets %	Personal objectives %
Dr Werner Lanthaler	40	40	20
Colin Bond	30	30	40
Dr Cord Dohrmann	30	30	40
Dr Mario Polywka	30	30	40
Dr Klaus Maleck	30	30	40

Scheme for the variable portion of the remuneration in 2011 relating to the business year 2010:

	Achievement of defned corporate milestones %	Achievement of budgeted financial targets %	Personal objectives %
Dr Werner Lanthaler	80	20	-
Dr Klaus Maleck	72	18	10
Dr Mario Polywka	72	18	10

Under the Company’s stock option plans, 625,000 options were granted to the members of the Management Board in 2010 (2009: 700,000). The options granted in 2010 and 2009 are subject to the stipulation of the Option Plans 2008 and may be exercised after three years if the success targets of these plans are met.

Remuneration of the Management Board 2010

	Fixed remuneration in T€	Variable remuneration in T€	Stock options	Fair value options granted in T€
Dr. Werner Lanthaler	373	243	200,000	180.0
Colin Bond	126	0	100,000	102.0
Dr. Cord Dohrmann	91	0	100,000	102.0
Dr. Mario Polywka	287	111	150,000	135.0
Dr. Klaus Maleck	191	79	75,000	67.5
Gesamt	1.068	433	625,000	586.5

The contracts of the Management Board members contain a change-of-control clause that would allow them, in the event of a takeover of the Company, to terminate their current contracts. Such a change-ofcontrol occurs when a new investor assumes more than 30% of the shares of the Company. Upon contract termination, the Management Board members Bond and Dr Dohrmann are entitled to severance payments of one year's base salary plus bonus, calculated on the basis of the prior year’s remuneration, Dr Polywka is entitled to severance payments of 18 months base salary, while Dr Lanthaler is entitled to two years base salary. In no case, the respective severance payment shall be higher than the total compensation due for the remaining term of the respective Management Board member’s contract. The Company has a Directors and Officers (D&O) insurance policy in place for the Management Board, the Supervisory Board, the executive management and the managers of subsidiary companies. The insurance expense amounted to T€ 214 in total in 2010 (2009: T€ 180), and was paid by the Company.

Jörn Aldag resigned from the Company’s Management Board effective 31 December 2008. According to his exit agreement the Company expensed an amount of T€ 2,022 as of 31 December 2008 for payments in 2009 and 2010. Of this sum, T€ 1,700 were paid in early 2009 and the remaining T€ 322 in early 2010. Apart from the payments to Jörn Aldag, no payments were made in 2010 to any former Management Board member.

Supervisory Board
The members of Evotec’s Supervisory Board are entitled to fixed and performance-based payments. In accordance with the recommendations of the Corporate Governance Code, Chair and Deputy Chair positions on the Supervisory Board, as well as the chair positions and membership on committees are considered when determining the remuneration of individual members. Every Supervisory Board member receives T€ 15 per year, with the Chair receiving three times that amount and the Deputy Chair twice that amount. Members of Supervisory Board committees additionally receive T€ 3.75 per year, with the chairperson receiving T€ 10.

In addition to the fixed remuneration and in accordance with the suggestions of the Code, the members of the Supervisory Board receive payments tied to the Company’s long-term performance, in the form of Evotec shares. Ordinary members of the Supervisory Board receive shares valued at T€ 10 (Chair three times, Deputy Chair twice this amount) and Committee Chairs receive additional shares valued at T€ 10. This share-based remuneration serves as a further incentive for Supervisory Board members to focus on the Evotec share price. In addition, if Evotec shareholders are paid a dividend, every Supervisory Board member will receive an extra T€ 0.5 for every cent that the dividend per share exceeds € 0.15.

Remuneration of the Supervisory Board 2010

	Cash remuneration in T€	Value of share-based remuneration in T€	Total in T€
Dr. Flemming Ørnskov (Vorsitzender)	48.7	30.0	78.7
Dr. Walter Wenninger	37.2	25.6	62.8
Dr. Hubert Birner	25.0	20.0	45.0
Dr. Peter Fellner	18.8	10.0	28.8
Mary Tanner	18.8	10.0	28.8
Dr. Corey Goodman*	2.5	1.7	4.2
Gesamt	151.0	97.3	248.3

*Member of the Supervisory Board until 31 January 2010

After his resignation from the Supervisory Board in August 2008, Professor Dr Heinz Riesenhuber had entered into a two-year consultancy agreement with Evotec. Thus the Company is able to call upon Professor Dr Riesenhuber's knowledge and expertise of the Company’s business activities and its business environment. The term of this two year agreement was extended for one further year that is for the period between 1 September 2010 and 31 August 2011. The agreed annual compensation amounted to T€ 22.5 in the first 12 months, to T€ 25.0 in the second 12 months, and to T€ 20.0 for the current term of the agreement.

There are currently no further consultancy agreements between Evotec and current or former members of the Supervisory Board.

Evotec has procured directors and officers liability insurance coverage for its Management and Supervisory Board members, its senior management and the directors of its subsidiaries, at a cost to the Company of T€ 214 in 2010. For the members of Supervisory Board, an appropriately sized deductible, and for the members of the Management Board, a deductible in line with the stipulations of the legal provisions of the Act on Appropriateness of Management Board Compensation (VorstAG) were agreed upon.