Atari 2011 Annual Report Download - page 25

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
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variable portion. The variable compensation depended on the complete or partial fulfillment of performance criteria set
by the Board of Directors for the Fiscal Year, based on proposals by the Nomination and Compensation Committee.
On a full year basis, Jeff Lapin’s fixed compensation was €400,000. In addition, Mr. Lapin was entitled to receive a sum
equal to a portion of withheld payroll taxes, so that his net compensation would remain the same as when he was
employed by Atari, Inc.
GRANT OF STOCK OPTIONS
Mr. Lapin was granted stock options when he joined the Company as an employee of Atari, Inc. and became the
Group’s COO. These options were subject to annual performance criteria set by the Board of Directors. As required by
article L. 225-185 of the Commercial Code, the Board of Directors has decided that the CEO had to keep at least 15
percent of the shares acquired through the exercise of options for his entire term of office.
DEFERRED COMPENSATION
The Company’s Board of directors made certain commitments to Mr. Lapin concerning compensation that could be paid
to him if his appointment with the Company were to end, contingent on the fulfillment of certain performance criteria. The
amount of such compensation took into account (i) Mr. Lapin’s departure as a ‘good leaver”, and (ii) the complete or
partial fulfillment of the performance criteria applicable to Mr. Lapin’s variable compensation. Mr. Lapin’s deferred
compensation could therefore amount to twelve months of fixed and variable compensation. Jeff Lapin ceased his CEO
functions as of December 23, 2010. As recommended by the Nomination and Compensation Committee, the Board of
Directors, in its May 20, October 25 and December 23, 2010 meetings, concluded that the conditions to receive deferred
compensation were only partially met. As part of the deferred compensation, Jeff Lapin received €300,000. In addition,
he received €150,000 as part of its variable compensation for Fiscal Year 2010/2011, as performance criteria were only
partially achieved. Mr. Lapin was entitled to keep approximately 343,100 stock options that had already vested, with an
exercise price of €4.76 per stock.
Executive corporate officer compensation:
Executive corporate officer
Yes
No
Yes
No
Yes
No
Yes
No
Jim Wilson
Chief Executive Officer
Appointed: December 123, 2010
Expiration:
Jeff Lapin
Chief Executive Officer
Appointed: December 10, 2009
Expiration: December 23, 2010
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
xx x x
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, if any.
The Shareholders’ Meeting of September 25, 2008 resolved that aggregate directors’ fees payable in any year should
not exceed €500,000. The Board of Directors will propose to the next AGM in September 2011 to reduce to €200,000 the
aggregate directors’ fees payable starting in Fiscal Year 2011/2012.
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.