EX-99 2 exhibit_1.htm EXHIBIT 1 exhibit_1.htm
Exhibit 1
 
 
 
 
 
Elbit Systems Ltd
Analysis of Executive
Compensation Schemes
Advisory
July 2013
 
 
 
Re: Analysis of executive compensation schemes
We are pleased to present to you this document, which summarizes the information we collected and analyzed in relation to the
executive compensation schemes in Israeli and non-Israeli public companies (“Executives“).
Sincerely,
PricewaterhouseCoopers Advisory Ltd.
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
 Clarifications:
 § The data analysis you performed and their interpretation should be done with due care, with a deep analysis of the sampled
 companies, assessing their suitability as benchmark companies, statistical distribution of the findings, and the desired
 relative position of the relevant officer compensation compared to data of benchmark companies.
 § Given the small sample size in such works, outliers may not indicate a common practice.
 § In any case of significant disparity between average and median, this is an indication of large variance among data. In those
 cases, the median better reflects the sample and neutralizes outliers.
 § The coming into effect of Amendment 20 may significantly change compensation amounts and mechanisms by Benchmark
 Companies in 2013.
 § The information and the data presented in this document provide factual information only and do not substitute a
 comprehensive and specific discussion on the appropriate compensation scheme for the Executive.
PricewaterhouseCoopers Advisory Ltd
Trade Tower, Hamered 25
Tel-Aviv 68125
Tel: 03-7954588
Fax: 03-7954682
July 2013
 
To:
Elbit Systems Ltd ("Elbit" or "the Company“)
 July 2013
 
 
 
Table of Contents
 
 
 1  Scope of work and benchmark companies
1
 2  Methodology
5
 3  Annual compensation to CEOs of Israeli Benchmark
 Companies
9
 4  Annual compensation to VPs of Israeli Benchmark
 Companies
15
 5  Annual compensation to CEOs of Non-Israeli
 Benchmark Companies
21
 6  Annual compensation to VPs of Non-Israeli
 Benchmark Companies
27
 7  Appendices
33
 8  Limitation of liability
41
 
 
 
 
 
Scope of work and benchmark
companies
Part 1
July 2013
1
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
 
 
 
Part 1 - Scope of work and benchmark companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
2
Scope of Work
Ø Our work covered the following procedures:
       Collecting and analyzing information about the amounts and mechanisms of executive compensation in a sample of  Israeli and non
 -Israeli public companies ("the Benchmark Companies“) as listed below, analyzing separately different elements of
 compensation (salary, annual bonus and long-term incentives).
Ø The Benchmark Companies and the source of information:
       The information used in our work was collected from and annual reports for 2012, immediate reports filed on the official
 distribution website of the Israel Securities Authority and the most recent proxy statements of the Benchmark Companies.
 
 
 
Group A - Israeli companies
Benchmark Companies are 20
companies listed on a general
share index on Tel Aviv Stock
Exchange, publishing detailed
information on their executive
compensation* and whose
market capitalization is just
above (10 companies in
ascending order) and below (10
companies in descending order)
the market cap of the Company
(in an average for the five
quarters between March 31, 2012
and March 31, 2013). All this is
in respect to the annual and
interim 2012 financial
statements.
Part 1 - Scope of work and benchmark companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
3
* For a list of companies excluded from the sample, see Appendix 1.
The Benchmark Companies
Name of company
 
Average Market Cap
Mar 31, 2012-Mar, 31, 2013
(Million NIS)
 
CEO
VPs
Bank Hapoalim B.M.
18,986
V
V
Bank Leumi le-Israel B.M.
16,949
 
V
Bezeq The Israeli Telecommunication Corp Ltd.
13,075
V
V
Azrieli Group Ltd.
11,007
V
V
Delek Group Ltd.
8,745
V
V
Delek Energy Systems Ltd
7,962
 
V
Mizrahi Tefahot Bank Ltd.
7,929
V
V
Gazit-Globe Ltd.
7,130
V
V
Isramco Negev 2 Limited Partnership
7,016
 
V
Osem Investments Ltd.
6,588
 
V
Elbit Systems Ltd.
6,055
V
V
Migdal Insurance and Financial Holdings Ltd.
5,579
V
V
Israel Discount Bank Ltd.
5,465
V
V
Paz Oil Company Ltd.
5,142
V
V 
Strauss Group Ltd.
4,776
V
V
Oil Refineries Ltd.
4,647
V
V
Partner Communications Company Ltd.
3,429
V
V
Cellcom Israel Ltd.
3,294
V
 
Clal Insurance Enterprises Holdings Ltd.
2,780
 
V
Shufersal Ltd.
2,371
V
V
Koor Industries Ltd.
2,152
V
V
 
 
 
Group B - Non-Israeli companies
At the request of the Company, 11 non-
Israeli companies were sampled:
Part 1 - Scope of work and benchmark companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
4
Name of company
 
Average Market Cap
Mar 31, 2012-Mar, 31,
2013
(Million USD)
Exchange
CEO
VPs
Harris Corporation
5,344
NYSE
V
V
Cobham plc
3,986
LON
 
V
Flir systems Inc
3,392
NASDAQ
V
V
Teledyne Technologies Incorporated
2,563
NYSE
V
V
Alliant Techsystems Inc
2,072
NYSE
V
V
QinetiQ Group plc
1,901
LON
V
V
Ultra Electronics Holdings plc
1,788
LON
V
V
Elbit Systems Ltd.
1,654
 TA / NASDAQ
V
V
Cubic Corporation
1,267
NYSE
 
V
Orbital Sciences Corp
 896
NYSE
V
V
Chemring group plc
 833
LON
 
V
AeroVironment Inc
 492
NASDAQ
V
V
The Benchmark Companies (cont.)
 
 
 
Methodology
Part 2
July 2013
5
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
 
 
 
Methodology
Ø Compensation schemes have three main elements:
Ø Annual salary
Ø Annual bonus
Ø Long term incentive
For the purpose of our work, we analyzed separately the different elements of compensation.
Executives other than Chairman/CEO of companies (VPs):
Ø In cases where Benchmark Companies data covered compensation of a number of VPs, the figures presented refer to the average
    compensation component of those VPs.
Exclusions / adjustments:
Ø As part of the analysis we performed, we excluded the following executives (to the extent the reported information allowed us to do so):
 § Executives employed during only part of the reported year
 § Executives who were employed part-time during the reported year .
 § Executives who serve as CEOs/VPs of public subsidiaries.
Part 2 - Methodology
July 2013
6
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
 
 
 
Methodology (cont.)
Annual salary:
Ø Israeli companies - The information relates to the total cost of salary of the Executive in 2012, based on disclosures of the companies in
 annual financial statements for 2012.
Ø Non-Israeli companies - The information relates to the base salary (excluding mandatory benefits or other benefits) of the Executive as
 disclosed in the latest financial statements/proxy statements issued by the companies.
Ø Annual bonus
 § Israeli companies - The information refers to the 2012 annual bonus of the Executive based on company disclosures in their 2012 financial
 statements and other public reports.
 § Non-Israeli companies - - The information refers to the 2012 annual bonus and target bonus of the Executive based on company disclosures in their
 2012 financial statements and other public reports.
Long term incentive:
 Ø Israeli companies - The information includes data on share-based compensation granted to the Executive of the sampled companies in
 2007-2012 as reported by those companies in the financial statements and immediate reports, where the related expense was reported in
 the 2012 financial statements of the companies under Regulations 21. The information relates to the original fair value on the date of
 grant, as was reported by each company, divided by the number of vesting years of the instrument.
Ø Non-Israeli companies - The information is based on standardized value for the year (defined below) as disclosed in the latest financial
 statements/ proxy statements issued by the companies. The method for computing the standardized value for the year:
 § Whenever a long-term incentive was distributed in each of the last 3 years, we captured the value in the latest year.
 § Whenever a long-term incentive was distributed every 2 years in the last 3 year, we divided the value of the latest grant by 2.
 § Whenever a long-term incentive was divided every 3 years in the last 3 years, we divided the value of the latest grant by 3.
 If an Executives did not work the full 3 years, the methodology was adjusted accordingly.
Total compensation:
Ø Israeli companies - Presents information gathered on the total cost of pay to Executives in the Benchmark Companies. This figure includes cost of salary,
 annual bonus and value of share based compensation for vesting year , to the extent granted to the relevant Executives in the analyzed years.
Ø Non-Israeli companies - Presents information gathered on the total pay to Executives in the Benchmark Companies. This item includes base
 salary, annual bonus/ target bonus and standardized value of share-based compensation for the year.
July 2013
7
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
Part 2 - Methodology
 
 
 
Ø Data analysis
─ CEO/VPs
     Analysis by quartiles - Benchmark Companies were rated for this analysis in an ascending order, beginning in the company
 where the compensation component to Executives is the lowest. Then, companies were divided into four groups, such that the
 lowest quartile ("the first quartile") includes those companies where the compensation component is the lowest, while the top
 quartile ("the fourth quartile") includes the companies where this component is the highest. The data presented in in charts
 refers to the average compensation in each quartile.
Part 2 - Methodology
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
8
Methodology (cont.)
 
 
 
Annual compensation to CEOs of
Israeli Benchmark Companies
July 2013
9
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
Part 3
 
 
 
Part 3 - Annual compensation to CEOs of Israeli Benchmark Companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
10
Annual cost of salary (NIS K)
Average
Median
Minimum
Maximum
Number of
companies
CEOs
2,653
2,750
1,730
4,281
15
Limited sample - excluding
banks
2,476
2,412
1,730
3,415
12
Figure 1 - Annual cost of salary 2012 (excluding bonus
and share-based compensation)
Notes:
•Compensation data for the CEO of Azrieli are presented according to new compensation terms to the CEO under Amendment 20 to the Companies Law.
•For more details, see Appendices 2-3.
 
 
 
Part 3 - Annual compensation to CEOs of Israeli Benchmark Companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
11
Annual bonus (NIS K)
Average
Median
Minimum
Maximum
Number of
companies
CEOs
948
0
0
3,763
13 (1)
Limited sample - excluding
banks
856
675
0
2,222
10 (1)
Figure 2 - Annual bonus 2012
Notes:
(1) The amount of the 2012 bonus to CEOs in Delek Group Ltd and Shufersal Ltd has yet to be determined. Accordingly, those companies are excluded
from the analysis.
For more details, see Appendices 2-3.
 
 
 
Part 3 - Annual compensation to CEOs of Israeli Benchmark Companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
12
Cost of salary & Annual
bonus (NIS K)
Average
Median
Minimum
Maximum
Number of
companies
CEOs
3,725
3,378
1,792
6,619
13 (1)
Limited sample - excluding
banks
3,457
3,279
1,792
5,183
10 (1)
Figure 3 -Cost of salary & Annual bonus 2012
Notes:
(1) The amount of the 2012 bonus to CEOs in Delek Group Ltd and Shufersal Ltd has yet to be determined. Accordingly, those companies are excluded
from the analysis.
For more details, see Appendices 2-3.
 
 
 
Part 3 - Annual compensation to CEOs of Israeli Benchmark Companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
13
Value of share-based
compensation (NIS K)
Average
Median
Minimum
Maximum
Number of
companies
CEOs
2,415
2,231
0
8,357
15
Limited sample - excluding
banks
1,937
1,577
0
4,744
12
Figure 4 - Value of share-based compensation for vesting
year 2012
Notes:
For more details, see Appendices 2-3.
 
 
 
Part 3 - Annual compensation to CEOs of Israeli Benchmark Companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
14
Total compensation (NIS K)
Average
Median
Minimum
Maximum
Number of
companies
CEOs
6,398
6,179
1,792
12,638
13 (1)
Limited sample - excluding
banks
5,633
6,168
1,792
8,655
10 (1)
Figure 5 - Total compensation 2012
Notes:
(1) The amount of the 2012 bonus to CEOs in Delek Group Ltd and Shufersal Ltd has yet to be determined. Accordingly, those companies are excluded
from the analysis.
For more details, see Appendices 2-3.
 
 
 
Annual compensation to VPs of
Israeli Benchmark Companies
July 2013
15
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
 
 
 
Part 4 - Annual compensation to VPs of Israeli Benchmark Companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
16
Annual cost of salary (NIS K)
Average
Median
Minimum
Maximum
Number of
companies
VPs
1,867
1,780
510
3,471
19
Limited sample - excluding
banks
1,736
1,766
510
2,817
15
Figure 1 - Annual cost of salary 2012 (excluding bonus
and share-based compensation)
Notes:
For more details, see Appendices 2-3.
 
 
 
Part 4 - Annual compensation to VPs of Israeli Benchmark Companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
17
Annual bonus (NIS K)
Average
Median
Minimum
Maximum
Number of
companies
VPs
458
352
0
1,374
18 (1)
Limited sample - excluding
banks
408
291
0
1,374
(1) 14
Figure 2 - Annual bonus 2012
Notes:
(1) The amount of 2012 bonus to VPs of Shufersal Ltd has yet to be determined. Accordingly, that company was excluded from the analysis.
For more details, see Appendices 2-3.
 
 
 
Part 4 - Annual compensation to VPs of Israeli Benchmark Companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
18
Cost of salary & Annual
bonus (NIS K)
Average
Median
Minimum
Maximum
Number of
companies
VPs
2,354
2,181
896
4,150
18(1)
Limited sample - excluding
banks
2,172
2,083
896
3,946
14(1)
Figure 3 -Cost of salary & Annual bonus 2012
Notes:
(1) The amount of 2012 bonus to VPs of Shufersal Ltd has yet to be determined. Accordingly, that company was excluded from the analysis.
For more details, see Appendices 2-3.
 
 
 
Part 4 - Annual compensation to VPs of Israeli Benchmark Companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
19
Value of share-based
compensation (NIS K)
Average
Median
Minimum
Maximum
Number of
companies
VPs
471
402
0
1,317
18(1)
Limited sample - excluding
banks
479
402
0
1,317
14(1)
Figure 4 - Value of share-based compensation for vesting
year 2012
Notes:
(1) Data on share-based compensation of VPs in Osem Investments was not available. Accordingly, that company was excluded from the analysis.
For more details, see Appendices 2-3.
 
 
 
Part 4 - Annual compensation to VPs of Israeli Benchmark Companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
20
Total compensation (NIS K)
Average
Median
Minimum
Maximum
Number of
companies
VPs
2,767
2,415
896
5,003
17(1)
Limited sample - excluding
banks
2,647
2,415
896
5,003
13(1)
Figure 5 - Total compensation 2012
Notes:
(1) The amount of 2012 bonus to VPs of Shufersal Ltd has yet to be determined, data on share-based compensation of VPs in Osem Investments was not
available. Accordingly, those companies were excluded from the analysis.
For more details, see Appendices 2-3.
 
 
 
Annual compensation to CEOs of Non
-Israeli Benchmark Companies
July 2013
21
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
 
 
 
Part 5 - Annual compensation to CEOs of Non-Israeli Benchmark Companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
22
 
Average
Median
Minimum
Maximum
Number of
companies
Annual base salary (USD K)
734
793
420
1,000
8
Figure 1 - Annual base salary 2012 (excluding social
benefits, annual bonus and share-based compensation)
Notes:
For more details, see Appendices 2-3.
 
 
 
Part 5 - Annual compensation to CEOs of Non-Israeli Benchmark Companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
23
 
Average
Median
Minimum
Maximum
Number of
companies
Annual bonus
(USD K)
789
747
0
1,500
8
 
Average
Median
Minimum
Maximum
Number of
companies
Annual bonus
(USD K)
740
710
420
1,200
8
Target bonus Actual bonus
Figure 2 - Annual bonus 2012
Notes:
For more details, see Appendices 2-3.
 
 
 
Part 5 - Annual compensation to CEOs of Non-Israeli Benchmark Companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
24
 
Average
Median
Minimum
Maximum
Number of
companies
Base salary &
Annual bonus
(USD K)
1,523
1347
420
2,500
8
 
Average
Median
Minimum
Maximum
Number of
companies
Base salary &
Annual bonus
(USD K)
1,474
1537
840
2,200
8
Figure 3 -Base salary & Annual bonus 2012
Base salary & Target bonus Base salary & Actual bonus
Notes:
For more details, see Appendices 2-3.
 
 
 
Part 5 - Annual compensation to CEOs of Non-Israeli Benchmark Companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
25
 
Average
Median
Minimum
Maximum
Number of
companies
Value of share-based
compensation (USD K)
2,047
1274
0
5,747
8
Figure 4 - Value of share-based compensation for vesting
year 2012
Notes:
For more details, see Appendices 2-3.
 
 
 
Part 5 - Annual compensation to CEOs of Non-Israeli Benchmark Companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
26
 
Average
Median
Minimum
Maximum
Number of
companies
Total
compensation
(USD K)
3,569
3528
420
7,082
8
 
Average
Median
Minimum
Maximum
Number of
companies
Total
compensation
(USD K)
3,520
2988
840
6,817
8
Figure 5 - Total compensation 2012
Total compensation - including target bonus Total compensation - including actual bonus
Notes:
For more details, see Appendices 2-3.
 
 
 
Annual compensation to VPs of Non-
Israeli Benchmark Companies
July 2013
27
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
 
 
 
Part 6 - Annual compensation to VPs of Non-Israeli Benchmark Companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
28
 
Average
Median
Minimum
Maximum
Number of
companies
Annual base salary (USD K)
432
423
221
698
11
Figure 1 - Annual base salary 2012 (excluding social
benefits, annual bonus and share-based compensation)
Notes:
For more details, see Appendices 2-3.
 
 
 
Part 6 - Annual compensation to VPs of Non-Israeli Benchmark Companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
29
 
Average
Median
Minimum
Maximum
Number of
companies
Annual bonus
(USD K)
265
279
0
903
11
 
Average
Median
Minimum
Maximum
Number of
companies
Annual bonus
(USD K)
289
305
158
448
11
Figure 2 - Annual bonus 2012
Target bonus Actual bonus
Notes:
For more details, see Appendices 2-3.
 
 
 
Part 6 - Annual compensation to VPs of Non-Israeli Benchmark Companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
30
 
Average
Median
Minimum
Maximum
Number of
companies
Base salary &
Annual bonus
(USD K)
697
709
305
1,501
11
 
Average
Median
Minimum
Maximum
Number of
companies
Base salary &
Annual bonus
(USD K)
720
698
385
1,048
11
Figure 3 -Base salary & Annual bonus 2012
Base salary & Target bonus Base salary & Actual bonus
Notes:
For more details, see Appendices 2-3.
 
 
 
Part 6 - Annual compensation to VPs of Non-Israeli Benchmark Companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
31
 
Average
Median
Minimum
Maximum
Number of
companies
Value of share-based
compensation (USD K)
530
412
0
1,654
11
Figure 4 - Value of share-based compensation for vesting
year 2012
Notes:
For more details, see Appendices 2-3.
 
 
 
Part 6 - Annual compensation to VPs of Non-Israeli Benchmark Companies
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
32
 
Average
Median
Minimum
Maximum
Number of
companies
Total
compensation
(USD K)
1,226
1121
305
2,427
11
 
Average
Median
Minimum
Maximum
Number of
companies
Total
compensation
(USD K)
1,250
1038
532
2,580
11
Figure 5 - Total compensation 2012
Total compensation - including target bonus Total compensation - including actual bonus
Notes:
For more details, see Appendices 2-3.
 
 
 
Appendices
Part 7
July 2013
33
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
 
 
 
Part 7 - Appendices
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
34
Notes:
(1) Dual-listed companies - no detailed Executive data was available.
(2) No detailed information on Executive compensation was available.
(3) Part-time employed Executives and/or without detailed Executive compensation.
(4) Most reported Executives serve in subsidiaries (First International Bank).
Appendix 1- List of companies excluded from the sample
Israeli companies
Name of company
Notes
NICE Systems Ltd.
(1)
EZchip Semiconductor Ltd.
(1)
Delek Drilling - Limited Partnership
(2)
Avner Oil Exploration - Limited Partnership
(3)
F.I.B.I. Holdings Ltd.
(4)
 
 
 
Part 7 - Appendices
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
35
Notes:
(1)No detailed Executive data was available.
(2)Executive served part of the reported year.
(3)The Executive is compensated under a management
agreement, along with other services, and his/her
compensation cannot be distinguished.
(4)Executive data was not reported in the company's
financial statements.
Appendix 2- List of Executives excluded from the sample
Israeli companies
 
Name of company
Notes
CEO
Isramco Negev 2 Limited Partnership
(1)
 
Osem Investments Ltd.
(2)
 
Clal Insurance Enterprises Holdings Ltd.
(2)
 
Bank Leumi le-Israel B.M.
(2)
 
Delek Energy Systems Ltd
(3)
VPs
Cellcom Israel Ltd.
(4)
 
 
 
Part 7 - Appendices
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
July 2013
36
 
Name of company
Notes
CEO
Chemring group plc
(1)
 
Cobham plc
(1)
 
Cubic Corporation
(1)
Appendix 2- List of Executives excluded from the sample
Non-Israeli companies
Notes:
(1) Executive served only part of the reported year.
 
 
 
Part 7 - Appendices
July 2013
37
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
Appendix 3- Companies included in quartiles
Israeli Companies - CEOs
If the compensation component is identical in several Benchmark Companies, the ranking within the quartiles is randomly assigned.
 
Cost of salary
Annual bonus
Cost of salary & Annual bonus
Value of share-based compensation
for vesting year
Total compensation
1st
Quartile
Delek Group Ltd.
Mizrahi Tefahot Bank Ltd.
Koor Industries Ltd.
Koor Industries Ltd.
Koor Industries Ltd.
 
Koor Industries Ltd.
Partner Communications Company Ltd.
Partner Communications Company Ltd.
Cellcom Israel Ltd.
Cellcom Israel Ltd.
 
Shufersal Ltd.
Koor Industries Ltd.
Paz Oil Company Ltd.
Shufersal Ltd.
Partner Communications Company Ltd.
2nd
Quartile
Cellcom Israel Ltd.
Israel Discount Bank Ltd.
Israel Discount Bank Ltd.
Migdal Insurance and Financial
Holdings Ltd.
Paz Oil Company Ltd.
 
Strauss Group Ltd.
Paz Oil Company Ltd.
Oil Refineries Ltd.
Delek Group Ltd.
Israel Discount Bank Ltd.
 
Gazit-Globe Ltd.
Azrieli Group Ltd.
Azrieli Group Ltd.
Partner Communications Company Ltd.
Migdal Insurance and Financial
Holdings Ltd.
 
Partner Communications Company
Ltd.
 
 
Paz Oil Company Ltd.
 
3rd
Quartile
Bezeq The Israeli Telecommunication
Corp Ltd.
Oil Refineries Ltd.
Cellcom Israel Ltd.
Bank Hapoalim B.M.
Azrieli Group Ltd.
 
Paz Oil Company Ltd.
Cellcom Israel Ltd.
Gazit-Globe Ltd.
Israel Discount Bank Ltd.
Oil Refineries Ltd.
 
Bank Hapoalim B.M.
Gazit-Globe Ltd.
Strauss Group Ltd.
Bezeq The Israeli Telecommunication
Corp Ltd.
Gazit-Globe Ltd.
 
Israel Discount Bank Ltd.
 
 
Gazit-Globe Ltd.
 
4th
Quartile
Oil Refineries Ltd.
Strauss Group Ltd.
Mizrahi Tefahot Bank Ltd.
Azrieli Group Ltd.
Bezeq The Israeli Telecommunication
Corp Ltd.
 
Azrieli Group Ltd.
Migdal Insurance and Financial
Holdings Ltd.
Bezeq The Israeli Telecommunication
Corp Ltd.
Oil Refineries Ltd.
Strauss Group Ltd.
 
Migdal Insurance and Financial
Holdings Ltd.
Bezeq The Israeli Telecommunication
Corp Ltd.
Migdal Insurance and Financial
Holdings Ltd.
Strauss Group Ltd.
Bank Hapoalim B.M.
 
Mizrahi Tefahot Bank Ltd.
Bank Hapoalim B.M.
Bank Hapoalim B.M.
Mizrahi Tefahot Bank Ltd.
Mizrahi Tefahot Bank Ltd.
 
 
 
Part 7 - Appendices
July 2013
38
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
Appendix 3- Companies included in quartiles
Israeli Companies -VPs
If the compensation component is identical in several Benchmark Companies, the ranking within the quartiles is randomly assigned.
 
Cost of salary
Annual bonus
Cost of salary & Annual bonus
Value of share-based
compensation for vesting year
Total compensation
1st
Quartile
Isramco Negev 2 Limited Partnership
Partner Communications Company Ltd.
Isramco Negev 2 Limited Partnership
Koor Industries Ltd.
Isramco Negev 2 Limited Partnership
 
Delek Energy Systems Ltd
Koor Industries Ltd.
Koor Industries Ltd.
Israel Discount Bank Ltd.
Koor Industries Ltd.
 
Koor Industries Ltd.
Paz Oil Company Ltd.
Delek Energy Systems Ltd
Isramco Negev 2 Limited
Partnership
Paz Oil Company Ltd.
 
Shufersal Ltd.
Azrieli Group Ltd.
Paz Oil Company Ltd.
Bank Leumi le-Israel B.M.
Mizrahi Tefahot Bank Ltd.
2nd
Quartile
Paz Oil Company Ltd.
Oil Refineries Ltd.
Partner Communications Company Ltd.
Koor Industries Ltd.
Oil Refineries Ltd.
 
Delek Group Ltd.
Mizrahi Tefahot Bank Ltd.
Mizrahi Tefahot Bank Ltd.
Paz Oil Company Ltd.
Delek Group Ltd.
 
Mizrahi Tefahot Bank Ltd.
Clal Insurance Enterprises Holdings Ltd.
Oil Refineries Ltd.
Clal Insurance Enterprises
Holdings Ltd.
Israel Discount Bank Ltd.
 
Partner Communications Company Ltd.
Migdal Insurance and Financial
Holdings Ltd.
Migdal Insurance and Financial
Holdings Ltd.
Delek Group Ltd.
Delek Energy Systems Ltd
 
Gazit-Globe Ltd.
 
 
 
 
3rd
Quartile
Oil Refineries Ltd.
Osem Investments Ltd.
Delek Group Ltd.
Migdal Insurance and Financial
Holdings Ltd.
Migdal Insurance and Financial
Holdings Ltd.
 
Migdal Insurance and Financial
Holdings Ltd.
Isramco Negev 2 Limited Partnership
Osem Investments Ltd.
Gazit-Globe Ltd.
Partner Communications Company Ltd.
 
Israel Discount Bank Ltd.
Delek Energy Systems Ltd
Israel Discount Bank Ltd.
Shufersal Ltd.
Clal Insurance Enterprises Holdings Ltd.
 
Osem Investments Ltd.
Israel Discount Bank Ltd.
Gazit-Globe Ltd.
Bank Hapoalim B.M.
Gazit-Globe Ltd.
 
Bezeq The Israeli Telecommunication
Corp Ltd.
Delek Group Ltd.
Azrieli Group Ltd.
Azrieli Group Ltd.
 
4th
Quartile
Bank Hapoalim B.M.
Bank Leumi le-Israel B.M.
Clal Insurance Enterprises Holdings
Ltd.
Delek Energy Systems Ltd
Azrieli Group Ltd.
 
Strauss Group Ltd.
Gazit-Globe Ltd.
Bezeq The Israeli Telecommunication
Corp Ltd.
Strauss Group Ltd.
Bank Leumi le-Israel B.M.
 
Azrieli Group Ltd.
Strauss Group Ltd.
Bank Hapoalim B.M.
Mizrahi Tefahot Bank Ltd.
Bank Hapoalim B.M.
 
Clal Insurance Enterprises Holdings
Ltd.
Bank Hapoalim B.M.
Strauss Group Ltd.
Partner Communications
Company Ltd.
Bezeq The Israeli Telecommunication
Corp Ltd.
 
Bank Leumi le-Israel B.M.
Bezeq The Israeli Telecommunication
Corp Ltd.
Bank Leumi le-Israel B.M.
Bezeq The Israeli
Telecommunication Corp Ltd.
Strauss Group Ltd.
 
 
 
Part 7 - Appendices
July 2013
39
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
Appendix 3- Companies included in quartiles
Non-Israeli Companies - CEOs
If the compensation component is identical in several Benchmark Companies, the ranking within the quartiles is randomly assigned.
 
Annual base salary
Annual actual
bonus
Target bonus
Base salary & Actual
bonus
Base salary & Target
bonus
Value of share-based
compensation for
vesting year
Total compensation -
including actual
bonus
Total compensation -
including target
bonus
1st
quartile
Ultra Electronics Holdings plc
Flir systems Inc
Ultra Electronics
Holdings plc
Ultra Electronics
Holdings plc
Ultra Electronics
Holdings plc
AeroVironment Inc
Ultra Electronics
Holdings plc
Ultra Electronics
Holdings plc
 
AeroVironment Inc
Ultra Electronics
Holdings plc
AeroVironment Inc
Flir systems Inc
AeroVironment Inc
Ultra Electronics
Holdings plc
AeroVironment Inc
AeroVironment Inc
2nd
quartile
Harris Corporation
Orbital Sciences
Corp
Harris Corporation
AeroVironment Inc
Harris Corporation
Orbital Sciences Corp
Orbital Sciences Corp
Orbital Sciences Corp
 
Orbital Sciences Corp
AeroVironment Inc
QinetiQ Group plc
Harris Corporation
Orbital Sciences Corp
Teledyne Technologies
Incorporated
Teledyne Technologies
Incorporated
Teledyne Technologies
Incorporated
3rd
quartile
Flir systems Inc
Harris Corporation
Orbital Sciences Corp
Orbital Sciences Corp
QinetiQ Group plc
QinetiQ Group plc
QinetiQ Group plc
QinetiQ Group plc
 
Teledyne Technologies
Incorporated
Teledyne
Technologies
Incorporated
Teledyne Technologies
Incorporated
Teledyne Technologies
Incorporated
Teledyne Technologies
Incorporated
Flir systems Inc
Flir systems Inc
Flir systems Inc
4th
quartile
QinetiQ Group plc
QinetiQ Group plc
Flir systems Inc
QinetiQ Group plc
Flir systems Inc
Alliant Techsystems Inc
Alliant Techsystems Inc
Alliant Techsystems Inc
 
Alliant Techsystems Inc
Alliant Techsystems
Inc
Alliant Techsystems Inc
Alliant Techsystems Inc
Alliant Techsystems Inc
Harris Corporation
Harris Corporation
Harris Corporation
 
 
 
 
 
 
 
 
 
 
 
 
Part 7 - Appendices
July 2013
40
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
Appendix 3- Companies included in quartiles
Non-Israeli Companies - VPs
If the compensation component is identical in several Benchmark Companies, the ranking within the quartiles is randomly assigned.
 
Annual base salary
Annual actual bonus
Target bonus
Base salary & Actual
bonus
Base salary & Target
bonus
Value of share-based
compensation for
vesting year
Total compensation -
including actual
bonus
Total compensation -
including target
bonus
1st
quartile
AeroVironment Inc
Flir systems Inc
Chemring group plc
Ultra Electronics
Holdings plc
AeroVironment Inc
Cubic Corporation
Ultra Electronics
Holdings plc
AeroVironment Inc
 
Ultra Electronics
Holdings plc
Chemring group plc
AeroVironment Inc
Chemring group plc
Chemring group plc
Ultra Electronics Holdings
plc
AeroVironment Inc
Cubic Corporation
 
 
 
 
 
 
 
 
 
2nd
quartile
Chemring group plc
Ultra Electronics
Holdings plc
Cubic Corporation
Flir systems Inc
Cubic Corporation
AeroVironment Inc
Cubic Corporation
Ultra Electronics
Holdings plc
 
Cubic Corporation
AeroVironment Inc
Teledyne Technologies
Incorporated
AeroVironment Inc
Ultra Electronics
Holdings plc
Orbital Sciences Corp
Chemring group plc
Chemring group plc
 
Teledyne Technologies
Incorporated
Harris Corporation
Alliant Techsystems Inc
Cubic Corporation
Teledyne Technologies
Incorporated
Cobham plc
Orbital Sciences Corp
Teledyne Technologies
Incorporated
3rd
quartile
Flir systems Inc
Cubic Corporation
Ultra Electronics
Holdings plc
Teledyne Technologies
Incorporated
Alliant Techsystems Inc
Teledyne Technologies
Incorporated
Teledyne Technologies
Incorporated
Orbital Sciences Corp
 
Alliant Techsystems Inc
Orbital Sciences Corp
Flir systems Inc
Orbital Sciences Corp
Flir systems Inc
Chemring group plc
Alliant Techsystems Inc
Alliant Techsystems Inc
 
Orbital Sciences Corp
Cobham plc
Orbital Sciences Corp
Alliant Techsystems Inc
Orbital Sciences Corp
Alliant Techsystems Inc
Cobham plc
Cobham plc
4th
quartile
Harris Corporation
Teledyne Technologies
Incorporated
Cobham plc
Harris Corporation
Harris Corporation
QinetiQ Group plc
Flir systems Inc
QinetiQ Group plc
 
QinetiQ Group plc
Alliant Techsystems Inc
Harris Corporation
Cobham plc
QinetiQ Group plc
Flir systems Inc
QinetiQ Group plc
Flir systems Inc
 
Cobham plc
QinetiQ Group plc
QinetiQ Group plc
QinetiQ Group plc
Cobham plc
Harris Corporation
Harris Corporation
Harris Corporation
 
 
 
Limitation of liability
Part 8
July 2013
41
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC
 
 
 
Limitation of liability
Part 8 - Limitation of liability
July 2013
42
It is agreed between PricewaterhouseCoopers Advisory Ltd ( “PwC Israel”) and Elbit Systems Ltd. (“you” or “the client”)
that our role is advisory only. You are responsible for all management functions and decisions relating to this engagement,
including evaluating and accepting the adequacy of the scope of the Services in addressing your needs. You are also
responsible for the results achieved from using any Services or deliverables.
Because PwC Israel accepts no liability to third parties with respect to the Services and deliverables, Client agrees to
indemnify and hold PwC Israel harmless from and against any and all third party claims, suits and actions, and all associated
damages, settlements, losses, liabilities, costs, and expenses, including without limitation reasonable attorneys fees, arising
from or relating to the Services and/or deliverables under this agreement, except to the extent finally determined to have
resulted from the gross negligence or intentional misconduct of PwC Israel relating to such Services and/or deliverables.
Notwithstanding the above, you accept and acknowledge that no legal proceedings arising from or in connection with the
Engagement (or any variation or addition thereto) will be commenced against any of our partners, principals, directors, staff
or employees personally.
Client accepts and acknowledges that any legal proceedings arising from or in connection with the Services must be
commenced within one year from the date Client became aware or ought reasonably to have become aware of the facts which
give rise to our alleged liability and in any event no later than seven years after any such cause of action accrued.
Elbit Systems Ltd • Analysis of Executive Compensation Schemes
PwC