Document
EXHIBIT 10.13
Regulation on short-term variable remuneration in the Aebi Schmidt Group (bonus)
Performance Multiple
Key areas
Principles of bonus, mechanism, specific regulations
Scope
Members of the Executive Board of the Aebi Schmidt Group as well as other functions and individuals defined by the Executive Board.
This document replaces all previous regulations on short-term variable compensation of the Performance Multiple model.
Drafted on: 5 December 2025
Valid from: 1 January 2026
Note:
In these regulations, the neutral form "Employees" is used for the most part. For reasons of legibility, male designations are sometimes used, which also apply to female employees.
1.
Regulation on short-term variable remuneration (Bonus) – Performance Multiple | |||||
1.Principles
With the short-term variable remuneration (bonus), the Aebi Schmidt Group seeks to create a remuneration component for the Executive Board as well as for other functions and persons defined by the Executive Board, which
•encourages an entrepreneurial mindset and approach
•takes into account the achievement of individual and corporate goals, and
•facilitates a competitive and attractive remuneration target.
The basic condition for entitlement to variable remuneration is that the employees have met their behavioural targets.
2.The Bonus-System
2.1.The Mechanism
The target bonus, which is defined for individual employees, forms the basis for the system. The bonus depends on the Group/Segment (G/S) performance on the one hand and on the Unit / Individual (U/I) performance on the other.
The annual G/S Performance is determined based on the achievement of G/S goals defined by the Executive Board.
The U/I performance is based on the achievement of the set goals, which are defined in the annual goal setting meeting.
2.2.Target Bonus
The target bonus represents the potential bonus if all goals are achieved with a factor of 1.
2.3.Group / Segment Performance – Group Factor
The annual G/S Performance is determined based on the achievement of Group and Segment goals defined by the Executive Board. The following parameters are set for the bonus relevant year (examples, not conclusive):
•1 up to 5 key performance indicators for the relevant financial year;
oexamples: Adjusted EBITDA, NWC, Order Intake, Net Sales
•Thresholds for underachievement or overachievement of targets
•Minimum adjusted EBITDA at the Group level of >5%. If this is not reached, no bonus will be paid.
•Compliance with banks' debt and equity ratio constraints. If the conditions are not met, no bonus will be paid
•If the Segment NWC targets are not achieved in Q1, Q2 and Q3 of 2026, a 3% target bonus deduction per quarter will be executed for those with a NWC target. If the budgeted net sales have a significant miss, the NWC targets will be adjusted accordingly.
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•Additional conditions for Europe and RoW:
oIf in any month under 35% of targeted invoices are delivered by day 15, the target bonus is reduced by 2% per failed month. Two months per year may be identified as exceptions and are exempt from this rule.
oIf quarterly quality costs exceed the budget by more than EUR 500K, the bonus target is reduced by 3% per quarter.
Using a performance matrix, an individual factor is determined depending on the performance evaluation. The factor is set to 1 if the goals are achieved. For missed targets, the factor drops until a lower threshold (floor). If a performance rating falls below this floor, the factor is zero (no bonus). For exceeded targets, the factor rises to a predefined upper threshold (cap).
2.4.Unit / Individual Performance – U/I Factor
The U/I performance goals are defined by the Line Manager or the respective Executive Board member during an annual goal setting meeting. The lower threshold (floor), the target performance as well as the upper threshold (cap) will also be defined.
The defined U/I goals are assessed at the end of the fiscal year. Depending on the extent to which targets have been met, an individual factor is determined using a second performance matrix. The parameters for this second matrix are not the same as for Group performance, but are based on the same principle. A floor and cap are therefore also provided here.
For illustrative purposes here is an example of the Goal achievement (linear):
-<90% Goal achievement Factor 0
- 90% Goal achievement Factor 0.5
-100% Goal achievement Factor 1.0
-110% Goal achievement Factor 1.15
-120% Goal achievement Factor 1.3
2.5.Overall Performance – Total Factor – Effective Bonus
The results of the G/S performance, along with the Unit/Individual performance make up the overall performance. The total factor is calculated by multiplying both factors. Both performance targets (G/S and U/I performance) are defined in such a way that the G/S performance can have a stronger influence than the Unit and Individual performance. The target bonus is multiplied by the total factor to determine the calculated bonus.
2.6.Available Funds
The available bonus pool is set annually according to the Chart of Competencies. This is defined on the basis of the funds available within the Aebi Schmidt Group (Basis is factor 1.0). Should the available pool be significantly lower or higher than the calculated bonuses (as decided in the Chart of Competencies), the bonuses will be adjusted linearly with the available funds.
2.7.Management Discretion
The Management Discretion component is designed to take extraordinary events and/or performance into account. Management discretion is authorized by the Group CEO (GCEO); for members of the Executive Board, it is authorized by the Board of Directors (BoD).
Regulation on short-term variable remuneration (Bonus) – Performance Multiple | |||||
Depending on the available funds and management discretion, the calculated bonus can be influenced within the specified range, resulting in the final and effective bonus.
After taking into account the goal achievement, the resulting calculated bonus may be higher or lower than the target bonus. These bonuses may be adjusted both upwards and downwards (disciplinary violations only) depending on available funds and management discretion.
The individual bonus amount is thus calculated using the following components:
Example
Target Bonus EUR 10‘000
Goal achievement G/S performance 0.85
Goal achievement U/I performance 1.1
Available Funds 1.0
Management Discretion EUR 450,-
Calculation:
0.85 x 1.1 x 1.0 = 0.935
Target bonus x Factors x Available Funds + Management Discretion = Effective Bonus
10‘000 x 0.935 = 9’350.- + Management Discretion = EUR 9’800.-
3.Payment of Bonus
The bonus is a one-off annual sum that is typically paid out in February or March of the subsequent financial year, as soon as the company results are made available. The payout currency complies with that of the monthly salary payment. The amount can also be zero.
All bonus amounts are gross values. Payment is made after deducting the country-specific, legally prescribed social security, insurance contributions and taxes.
4.Eligibility
All members of the Executive Board of the Aebi Schmidt Group as well as other functions and persons defined by the Executive Board, who have an open-ended, unterminated contract of
Regulation on short-term variable remuneration (Bonus) – Performance Multiple | |||||
employment as of 31st December of the respective year and who demonstrate appropriate workplace conduct, are entitled to the bonus described in this regulation.
The bonus is paid out on a voluntary basis. Any current or past eligibility does not constitute automatic entitlement to a bonus in future fiscal years.
Employees in breach of their employment contract duties, especially but not conclusive
-Not compliant with the Code of Conduct
-Not compliant with group or local policies
-Not concluded trainings in the set deadline (i.e. IT awareness training)
-Not concluded employee performance reviews or own performance review in the set deadline
-Careless maintenance of tools i.e. data management in CRM system (not concluding)
may have their bonus revoked in whole or in part.
5.Regulations for Specific Situations
The decision to pay out a bonus is made following a careful analysis of each individual case.
5.1.New Joiners
Employees in the probationary period are essentially excluded from the bonus system. Eligible employees who started working during the year may receive a payment pro rata temporis if their goals are achieved, provided that they have an open-ended and unterminated contract of employment. If employees start after September 30th, they are not eligible for a bonus in the current year.
Entry | Targets | Target Bonus | ||||||
Start in Q1 | Yes | pro rata Target Bonus | ||||||
Start in Q2 | Yes | pro rata Target Bonus | ||||||
Start in Q3 | No | pro rata Target Bonus paid (fix 50% of pro-rata calculation) | ||||||
Start in Q4 | No | no Target Bonus for current year | ||||||
5.2.Absence from work
•For employees who are unable to contribute to the company result and individual performance to the required degree, the bonus for the relevant year is calculated pro rata temporis. This applies to employees who are absent for more than 3 months in the bonus-relevant financial year due to illness, accident, military, civil service, unpaid leave or parental leave.
If an employee is absent for the entire financial year, there is no entitlement to a bonus.
5.3.Change within the Group
In the event of a change of job within the Group, the bonus calculation will be based on the performance of goals as follows
-Q1 only goals of the new function
Regulation on short-term variable remuneration (Bonus) – Performance Multiple | |||||
-Q2/Q3 goals of the new and old function
-Q4 only goals of the old function
5.4.Ordinary termination of the employment contract
As soon as the employee hands in his/her notice of resignation, there is no entitlement to a bonus payment. In case of termination by the employer, the bonus will be paid pro rata temporis according to the aforementioned conditions. A possible bonus payout will be made as part of the regular bonus payments in the Spring of the following year.
5.5.Termination without notice
Where the employer justifiably terminates the employment without notice, all eligibility to a bonus payout is essentially excluded.
5.6.Retirement and other events
If the performance requirements are met pro rata, an appropriate share of the bonus may be paid out when the employment contract ends in the event of normal or early retirement.
6.Final Clauses
6.1.Amendment and annulment
The Aebi Schmidt Group reserves the right to amend these regulations or individual sections. The regulations can be changed, suspended or revoked at the end of a financial year with effect for the following financial year. Any and all changes, suspension or revocation will be communicated to the eligible parties in writing and with reasonable notice.
6.2.Effective date
These regulations shall come into effect on 1st January 2026 and supersede the preceding provisions relating thereto.
Zürich, 5 December 2025
Barend Fruithof Thomas Schenkirsch
Group CEO Chief Group Services
Regulation on short-term variable remuneration (Bonus) – Performance Multiple | |||||