Atari 2010 Annual Report Download - page 31

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
31
Additional bonuses prior to their resignation
At the proposal of the Nomination 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. As Mr. Gardner and Mr. Harrison left their operational functions during fiscal year
2009/2010, they are not eligible to this additional bonus any more.
Indemnity in the event of termination prior to their resignation
The Company’s Board of directors has also made certain commitments to the CEO and COO 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.
With regards to Mr. Gardner’s resignation, the Board of directors noted that the performance criteria applicable to his
severance compensation had been partially met. He received a severance and other payment of €280,000. Mr. Gardner
was also entitled to keep his vested stock options, which totaled approximately 412,000.
With regards to Mr. Harrison’s resignation, the Board of directors noted that the performance criteria applicable to his
severance compensation had been partially met. He received a severance and other payment of €96,875. In addition, an
indemnity in the same amount was paid to him to cover other fees, expenses and any prejudice suffered.
Table 10 of AMF recommendations
Executive corporate officer
Yes
No
Yes
No
Yes
No
Yes
No
Jeff Lapin
Chief Executive Officer
Appointed: December 10, 2009
Expiration:
David Gardner
Chief Executive Officer
Appointed: January 30, 2008
Expiration: December 10, 2009
Phil Harrison
x
x
x
x
Chief Operating Officer
Appointed: March 2, 2008
Expiration: May 25, 2009
Frank E. Dangeard
Board of Directors
Appointed: March 15, 2009
Expiration:
Consideration due under
a covenant not to
compete
Indemnities and/or
benefits due or likely to
be due in the event of
termination or a change
of position
x
x x
Supplementary pension
plan
Employment contract
xx x
x x
xx x x
DIRECTORS’ FEES
The Company’s directors are not entitled to compensation other than directors’ fees, with the exception of the Chairman
of the Board of directors, the Chief Executive Officer and the Chief Operating Officer.
The Shareholders’ Meeting of September 25, 2008 resolved that aggregate directors’ fees payable in any year should
not exceed €500,000.
Rules applicable to the allocation of directors’ fees are decided by the Board of directors on the basis of proposals by the
Nomination and Compensation Committee. The Board of directors may allocate directors’ fees among its members at its
discretion. Compensation may be paid in special cases by the Board of directors to members with specific assignments
or duties. Such compensation is governed by Articles L. 225-28 to L. 225-42 of the French Commercial Code.
Whenever members of committees are also Company directors, they may be paid special compensation for their
assignment, as provided for in Article L. 225-46 of the French Commercial Code. They may not be granted compensation
on a permanent basis but may be entitled to a larger share of directors’ fees than other directors, as permitted by Article
R.225-33 of the French Commercial Code.
For fiscal year 2009-2010, no directors’ fees were paid between April 1, 2008 and March 31, 2009 (compared with
€255,800 paid in fiscal year 2009-2010 for fiscal year 2008-2009).