Atari 2011 Annual Report Download - page 23

Download and view the complete annual report

Please find page 23 of the 2011 Atari annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 160

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
23
7. CORPORATE OFFICERS
Information on the list of corporate officers and the composition of senior management are provided in the section on
"Corporate Governance" in this Registration Document.
COMPENSATION OF CORPORATE OFFICERS
(Information disclosed in accordance with Article L. 225-102-1 of the French Commercial Code)
Atari’s corporate officers are its directors, among whom only the Chief Executive Officer and the Chief Operating Officer
hold executive positions.
Compensation of the Chairman of the Board of Directors
Frank E. Dangeard
On March 15 and March 22, 2009, the Board of Directors established the Chairman's annual fixed compensation at
€100,000 (excluding directors’ fees).
In addition, in his capacity as Chairman of the Finance and Resources Committee and the Strategy Committee, for which
it is expected that he shall devote 10 days per month he will receive a monthly cash compensation of €30,000.
Lastly, Frank E. Dangeard is entitled to reimbursement of any reasonable expense incurred through the performance of
his duties.
INDEMNITY IN THE EVENT OF TERMINATION
In the event of termination before the end of his term as non-executive Chairman for any reason other than gross
negligence, Frank E. Dangeard will be entitled to receive severance compensation corresponding to his annual fixed
compensation of €100,000. Payment of this compensation will be contingent on the achievement of qualitative and
quantitative objectives set by the Board of Directors.
These performance objectives comprise the quality of governance, strategic orientation, the preparation of the Board's
work determined by the Board of Directors during the Chairman's term of office, as well as the change in the Company's
relative position in its business sector in terms of market share, financial performance and market capitalization. Equal
weight will be given to all these considerations.
Compensation of the Chief Executive Officer (CEO) and Chief Operating Officer (COO)
Jim Wilson (CEO since December 23, 2010)
Jim Wilson was appointed Chief Executive Officer (CEO) on December 23, 2010. As Chief Executive Officer, Mr. Wilson
benefits from a compensation package similar to what he had as Deputy CEO.
FIXED AND VARIABLE COMPENSATION
It has been set by the Board of Directors on December the 23
rd
, 2010, upon recommendation from the Nomination and
Compensation Committee, an annual fixed gross compensation for $466,000 and an annual variable compensation,
subject to the achievement of performance criteria, of up to 60% of his annual fixed gross compensation.
As Chief Executive Officer, Mr. Wilson could benefit from an exceptional compensation of up to 40% of his annual fixed
gross compensation in case of certain achievements in specific conditions.
On December 23, 2010, the Board of Directors approved the principle of quantitative and qualitative criteria applicable for
Mr. Jim Wilson as a CEO for the remaining of the Fiscal Year 2010/2011, and has given relative weights to these criteria
for the purpose of calculating the overall performance of senior management, as follows: quantitative criteria weighted at
60%, and qualitative criteria weighted at 40%. Select quantitative criteria will be evaluated on a sliding scale.
These criteria will be applicable to Mr. Wilson, with some adjustments due to the fact that he is appointed during the
Fiscal Year. The quantitative criteria relate to online revenues, current operating income and free cash flow. The
qualitative criteria are based on: (i) substantially deliver the product publishing plan schedule, (ii) re-adjustment of the
online products schedule, (iii) develop cash management process and reporting, (iv) continue structure optimization to
fully support on-line game development, marketing and publishing, (v) develop and recommend future strategies for
Cryptic and Eden Games: deliver key Q4 products, create mission statement, product strategy and organizations at the
company’s two studios, in order for them to contribute meaningfully to the 2012 Fiscal Year in revenue and margin terms.
For the Fiscal Year 2010/2011, Jim Wilson received a gross fixed compensation of €335,500 a special compensation of
€131,900 and will receive a gross variable compensation of $523,108 (or estimated €373,600 using an indicative 1.4 €/$