Atari 2012 Annual Report Download - page 26

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
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Summary of the gross amounts due and paid to each executive corporate officer
(€ thousands) - gross amount Amount due Amount paid Amount due Amount paid
Fixed compensation 335,5 335,5 341,2 341,2
Variable compensation (1) / (4) 372,2 195,5 211,0 372,2
Special compensation (3) 131,9 131,9 - -
Directors' fees - - - -
Benefits in kind - - - -
Total 839,6 662,9 552,2 713,4
Fixed compensation 291,7 291,7 na na
Variable compensation - 140,0 na na
Special compensation 457,7 457,7 na na
Directors' fees - na na
Benefits in kind - - na na
Total 749,4 889,4 na na
Jim Wilson, Chief Executive Officer since Dec. 23, 2010, COO from Oct. 25, 2010 until Dec. 23, 2010, CEO of Atari Inc. before (2)
Jeff Lapin, Chief Executive Officer from Dec. 10, 2009 to Dec. 23, 2010, COO from May 25, 2009 until Dec. 10, 2009
FY 2010/2011
FY 2011/2012 (1)
(1) Not approved as of March 31, 2012. At the May 29, 2012 Board meeting, Atari’s Board of Directors approved a $263,290
(estimated at approx. €211,000 applying a 1.25 €/$ exchange rate as of March 31, 2012) variable compensation for Mr. Wilson
based on the achievement of specific performance criteria.
(2) Mr. Wilson salary base is in US dollars.
(3) Mr. Wilson special compensation paid in FY 2010/2011 related to the reimbursement to Mr. Wilson of the reallocation expenses as
a result of his temporary reallocation in Los Angeles as part of the strategic turn around.
(4) For the FY 2010/2011, Mr. Wilson received a gross variable compensation, upon recommendation of the Nomination and
Compensation Committee, of $523,108 (€372.2k), including $315,495 for his CEO of Atari Inc. functions and his Chief Operating
Officer (COO) functions, an exceptional variable compensation of $93,200 for the work achieved by Mr. Wilson during the transition
period before he became CEO, and $114,413 for his CEO of Atari SA functions.
NB. All compensation referred to in this table was paid either directly by the Company or indirectly by its Atari Europe or Atari Inc.
subsidiaries.
STOCK OPTION PLANS
Under each of the plans, the exercise price set by the Board of Directors on the date options are granted carries no
discount to the price of shares. It corresponds to the shares’ average price over the twenty trading days immediately
preceding the date of the Board of Directors’ meeting. Options expire eight years from their grant date. In France,
beneficiaries of stock options must hold on to the shares for which they are exercised until four years after the grant date.
RESTRICTIONS ON THE SALE OF SHARES BY OFFICERS AND DIRECTORS
In accordance with applicable regulations, since 2007/2008, the Board of Directors has adopted rules restricting the sale
of shares for the CEO and the Chairman.
On May 25, 2009, the Board of Directors granted to Mr. Wilson 300,000 stock options with an exercise price of €5.17
euro per stock. Following the financial transaction on January 2010, the number and the exercise price have been
adjusted to 326,174 and €4.76 respectively. These options are subject to the achievement of performance criteria. The 3-
year vesting period ended on May 25, 2012 and at the end of this period, Mr. Wilson held a total of 278,336 stock
options.
On May 13, 2011, the Board of Directors allocated to the CEO rights to up to 500,000 performance shares, subject to the
achievement of performance and attendance criteria. At the date of the present document, 94,750 performance shares
had been granted to the CEO, and 155,250 rights to performance shares had been cancelled. On September 30, 2011,
the Board of Directors allocated to the Chairman rights to up to 400,000 performance shares, subject to performance and
attendance criteria. At the date of the present document, no performance shares had been granted to the Chairman.
The Board decided that the CEO and the Chairman will have to maintain throughout the duration of their mandates at
least 15% of the vested stocks resulting from the exercise of these stock options and the final grant of the performance
shares.
SUMMARY OF THE PRINCIPAL FEATURES OF STOCK OPTIONS GRANTED
As of March 31, 2012, the aggregate number of shares for which existing options could be exercised represented 5.0%
of the Company’s shares outstanding on that date. The contingent stock options and stock options partly subject to
conditions granted during the Fiscal Year would be exercisable for up to 40,000 new shares (exclusive of future
adjustments), or approximately 0.1% of the Company’s shares outstanding as of March 31, 2012.