Atari 2011 Annual Report Download - page 144

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
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• was removed from office for serious misdemeanor, gross negligence, fraud, theft, embezzlement or
because he has been dishonest with the Company in the discharge of his duties or is liable for
mismanagement contrary to the Company’s interests; or
• resigned from his corporate office before reaching the legal age required to accrue all his retirement
entitlements under the applicable regulation and the Company by-laws.
This agreement was performed during the fiscal year ended March 31, 2011, as from December 23, 2010, the
date on which an agreement was signed with Mr. Jeffrey Lapin as he was leaving his positions within the Group,
including that of Chief Executive Officer. This agreement resulted in the payment of €450,000 to Mr. Jeffrey Lapin
as “Good Leaver” and he also retains 343,100 options to purchase securities of the Company.
Date of the authorization: Board of Directors meeting of December 23, 2010
Person concerned: Mr. Jeffrey Lapin
2. Terms and conditions of Mr. Nolan Bushnell’s remuneration for a special assignment
On May 20, 2010, the Board of Directors authorized, pursuant to Article L. 225-38 of the French Commercial
Code, a €5,000 monthly remuneration to Mr. Nolan Bushnell for his work on special assignment as Atari advisor
in the United States. This agreement is automatically renewable every three months as from the date it came into
effect.
Date of the authorization: Board of Directors meeting of May 20, 2010
Person concerned: Mr. Nolan Bushnell
During the 2010-2011 fiscal year, Mr. Nolan Bushnell’s remuneration for his special advisor assignment totaled
€60,000.
3. Setting the terms and conditions under which Mr. Jim Wilson’s term of office will come to an end
The Board of Directors has set the terms and conditions of Mr. Jim Wilson’s appointment as Chief Executive
Officer and more specifically the commitments undertaken in his favor should his term of office come to an end.
Should Mr. Jim Wilson be removed from his Chief Executive Officer office as a “Good Leaver”, the Company has
committed to paying him an indemnity equivalent to a twelve-month salary on the basis of his annual gross and
variable remuneration on the date he leaves. Payment of this indemnity is conditional upon Mr. Jim Wilson leaving
as a “Good Leaver”, as this expression is defined in the context of the Company’s stock option subscription or
purchase plan.
Being a “Good Leaver” shall mean that Mr. Jim Wilson:
• was physically disabled or mentally incapacitated (second and third disability categories as defined by
Article L. 341-4 of the French Social Security Code) preventing him from discharging substantially the
same Company duties as those he discharged prior to the onset of the disability/incapacity for a
cumulative period of three (3) calendar months over a period of twelve (12) calendar months as
determined by a doctor, whose choice will be acceptable to the Company and the beneficiary, and
whose diagnosis will be binding on both the Company and the beneficiary;
• was removed from office or his corporate office was terminated irrespective of the reason, with the Board
of Directors’ consent and otherwise than as a “Bad Leaver”;
• left his corporate office after reaching the age required or authorized by law when he could claim his
retirement entitlements under the applicable regulation and the Company by-laws.
“Bad Leaver” means that the beneficiary of the options:
• has resigned from his corporate office or refused to accept the renewal of his term of office when it has
expired; except if he resigns to take up another position within the Company in which case he will not be
considered as a “Leaver”;
• was removed from office for serious misdemeanor, gross negligence, fraud, theft, embezzlement or
because he has been dishonest with the Company in the discharge of his duties or is liable for
mismanagement contrary to the Company’s interests; or
• resigned from his corporate office before reaching the legal age required to accrue all his retirement
entitlements under the applicable regulation and the Company by-laws.
Date of the authorization: Board of Directors meeting of December 23, 2010
Person concerned: Mr. Jim Wilson
This agreement has not been performed during the fiscal year 2010-2011 as Mr. Jim Wilson is fully discharging
his duties.
4. Approval of Addendum No. 11 to the BlueBay Credit Agreement
The Board of Directors authorized the signature of Addendum No. 11 to the Credit Agreement governing the
BlueBay Receivable between Atari Europe SAS, the Company and the BlueBay Guarantee Fund (the
“Addendum to the Credit Agreement”) with a view to (i) postponing the Credit Agreement ultimate maturity date
from June 30, 2010 to June 30, 2011 and (ii) anticipating the enforceability of a portion of the BlueBay Receivable