Atari 2009 Annual Report Download - page 37

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
37
Gross fixed compensation of €400,000 was paid to David Gardner (CEO) in fiscal year 2008-2009, for twelve months.
For fiscal 2009-2010, David Gardner‟s annual fixed compensation decided by the Board of Directors at its meeting of
January 30, 2008 will remain unchanged at €400,000. If all objectives are fully achieved, David Gardner‟s variable
compensation will amount to €600,000. He is also entitled to the payment of travel and representation expenses.
Gross compensation of €450,000 was paid to Phil Harrison (Chief Operating Officer) in fiscal year 2008-2009, for twelve
months. Phil Harrison is also entitled to the payment of travel and representation expenses.
Grants of stock options
At the time they joined the Group, the Chief Executive Officer and the Chief Operating Officer became entitled to
conditional and unconditional grants of stock options. The Board of Directors decided that, while they served in their
respective positions, the Chief Executive Officer and the Chief Operating Officer would be required to hold on to at least
15% of shares for which such options were exercised.
Additional bonuses
At the proposal of the Appointment and Compensation Committee, the Board of Directors also decided to provide for
additional bonuses, based on the Company‟s market capitalization, of up to €20 million for David Gardner and up to
€15 million for Phil Harrison. Those bonuses would become payable, on one or more occasions, in the event that the
Company‟s average market capitalization, on a fully diluted basis, should exceed €500 million for three successive
months before March 31, 2013. The amount of the bonuses would be calculated as follows:
 For David Gardner: by linear interpolation, from zero euros for a market capitalization of €500 million to
€20 million for a market capitalization of €900 million or more;
 For Phil Harrison: by linear interpolation, from zero euros for a market capitalization of €500 million to
€15 million for a market capitalization of €900 million or more.
In order to be eligible for those additional bonuses, David Gardner and Phil Harrison would have to be in the Company‟s
employ on the last day of the half-year period (meaning September 30 and March 31) on which the Company‟s average
market capitalization triggers the bonus payment.
The additional bonuses would be paid either in cash or in common stock of the Company, decided at the Company‟s
discretion at the time of payment (the number of shares being determined on the basis of their average price over the ten
trading days immediately preceding the Board of Directors‟ decision to award the bonuses), in accordance with the
applicable provisions of the French Commercial Code governing share grants. At this point in time, management
anticipates paying bonuses in the form of newly-issued shares.
Indemnity in the event of termination
The Company‟s Board of Directors has also made certain commitments to the Chief Executive Officer and Chief
Operating Officer concerning indemnities to which they would be entitled if their appointment with the Company were to
be terminated, subject to the achievement of performance objectives. The amount of severance pay would be calculated
on the basis of the degree to which performance objectives applicable to the payment of variable compensation were
fulfilled in the period or periods preceding termination and the percentage of variable compensation paid to the Chief
Executive Officer and Chief Operating Officer. That percentage would be applied to the aggregate of (i) their last annual
fixed compensation and (ii) 50% of their maximum annual variable compensation for the year in which termination
occurred.
Accordingly, in the case of severance from the Company, David Gardner and Phil Harrison would be entitled to
severance compensation equal to:
 The percentage of variable compensation to which they would have been entitled if they had remained in their
position for all of fiscal 2009-2010, if they were to leave prior to April 1, 2010;
 The average of the percentages of variable compensation paid to them for the periods preceding their
departure, if they were to leave after April 1, 2010.
The amount of any severance compensation paid to David Gardner and Phil Harrison would in any event not be less
than 50% of their last annual compensation (fixed and variable), subject to the express condition that the Company‟s
current operating income before share-based payments for the year ending March 31, 2009 equals or exceeds that for
the year ended March 31, 2008, with the understanding that this condition would be applicable in the case of
terminations prior to April 1, 2009 and that it will be adjusted for subsequent years. If the performance objectives set forth
above are not achieved, no severance compensation will be payable.
On May 25, 2009, Phil Harrison‟s term of office as Chief Operating Officer was terminated. As of the date of this
document‟s filing, discussions were in progress concerning the applicable financial terms and conditions.