Good morning guys. Have a look at Rory Read compensation package:
http://phx.corporate-ir.net/External.File?item=UGFyZW50SUQ9MTMwOTEyfENoaWxkSUQ9LTF8VHlwZT0z&t=1
RORY P. READ'S EMPLOYMENT AGREEMENT In connection with Mr. Read's appointment as President and Chief Executive Officer of the Company, he entered into an employment agreement, which provides for "at-will" employment. Pursuant to the terms of his employment agreement, Mr. Read is entitled to receive the following compensation and benefits:
Base Salary. An initial base salary of $1 million. With respect to Mr. Read's initial base salary, the Compensation Committee reviewed certain competitive market data compiled by Compensia, Inc., its compensation consultant. Mr. Read's base salary fell within the 50th and 75th percentile of the competitive market data compiled from our custom peer group.
Sign-On Bonus (Cash). A lump-sum, sign-on bonus of $1 million, up to half of which must be repaid if Mr. Read is not employed with the Company on the two-year anniversary of his hire date for any reason other than a Covered Termination. This sign-on bonus was provided in recognition of foregone bonus payments available to Mr. Read from his prior employer. For the definition of "Covered Termination," see the section titled "Employment and Related Agreements" below.
Sign-On Bonus (Equity). A sign-on equity award of 143,000 restricted stock units, which vest 100% on the one-year anniversary of his hire date. This sign-on bonus was provided in recognition of forfeited equity awards when Mr. Read terminated his employment with his prior employer and joined AMD.
2011 Cash Bonus. A cash bonus equal to 150% of the portion of his base salary payable from August 25, 2011 through December 31, 2011. As a condition of his hire, Mr. Read negotiated for his 2011 cash bonus to be guaranteed. However, commencing in 2012, Mr. Read will participate in the EIP with an initial target bonus opportunity of 150% of his base salary and his cash performance bonus, if any, will be based on our achievement of specified performance goals. The Compensation Committee approved of Mr. Read's cash bonus being guaranteed at "target" because he joined the Company during the third quarter of 2011.
Equity Awards. Additional equity awards consisting of (collectively, the "New-Hire Equity Awards"): (i) 717,000 time-based restricted stock units, which vest in three equal annual installments; (ii) 287,000 restricted stock units, which vest in three equal annual installments if (a) the volume weighted average closing price of our common stock over any 30-day period during the three-year vesting period is equal to or greater than $11.00 per share (the "Performance Target") and (b) Mr. Read continues his employment with us through each applicable vesting date; (iii) 1,847,000 time- based stock options, which vest in three equal annual installments; and (iv) 739,000 stock options, which vest in three equal annual installments if (a) the Performance Target is satisfied and (b) Mr. Read continues his employment with us through each applicable vesting date.
Relocation Benefits. Relocation benefits consisting of: (i) two house hunting trips; (ii) packing, moving, and storage costs; (iii) trips between his prior home in Raleigh, North Carolina and Austin, Texas; (iv) temporary living and car rental; (v) an incidental allowance of $12,500; (vi) marketing assistance with the sale of his home; (vii) home loss protection to the extent the sale price of his home is less than the original purchase price; (viii) a home buyout option in the event Mr. Read is unable to sell his home within the first 12 months of his employment with the Company; (ix) a tax gross-up on the home loss protection; (x) normal non-recurring closing costs on the sale of his prior residence and purchase of his new residence; and (xi) other approved reasonable expenses. These relocation expenses, other than the home loss protection and tax gross-up on the home loss protection, are subject to a claw-back provision in the event Mr. Read's employment is terminated within two years of his hire date. In light of the Compensation Committee's extended efforts in attracting a high-caliber new Chief Executive Officer and to accelerate Mr. Read's mobility and advance his productivity, the Compensation Committee determined that it was in the best interests of AMD and our stockholders to extend Mr. Read these relocation benefits as a part of his compensation arrangements. The Compensation Committee believes the above relocation benefits were appropriate under the circumstances to attract Mr. Read to AMD.
Severance. Certain severance payments and benefits as further described in the section titled "Executive CompensationEmployment and Related Agreements" below.
and his golden parachute:
Except as otherwise described in the next paragraph, in the event of Mr. Read's Involuntary Termination Without Cause or Constructive Termination: We will pay Mr. Read his earned but unpaid Base Salary through the date of termination and all other amounts to which Mr. Read is entitled under any AMD compensation plan or practice on the date of termination.
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All unvested equity awards then held by Mr. Read that would otherwise have vested during the 24-month period after Mr. Read's termination will be deemed fully vested, unless the Performance Target was not satisfied before the date of termination, in which case the unvested Performance RSUs and Performance Option will not vest.
We will make a lump-sum cash payment to Mr. Read in an amount equal to two times his then Base Salary plus two times his then target Annual Bonus.
We will pay any applicable COBRA premiums on behalf of Mr. Read and his dependents for a period of 12 months following the date of termination.
http://phx.corporate-ir.net/External.File?item=UGFyZW50SUQ9MTMwOTEyfENoaWxkSUQ9LTF8VHlwZT0z&t=1
RORY P. READ'S EMPLOYMENT AGREEMENT In connection with Mr. Read's appointment as President and Chief Executive Officer of the Company, he entered into an employment agreement, which provides for "at-will" employment. Pursuant to the terms of his employment agreement, Mr. Read is entitled to receive the following compensation and benefits:
Base Salary. An initial base salary of $1 million. With respect to Mr. Read's initial base salary, the Compensation Committee reviewed certain competitive market data compiled by Compensia, Inc., its compensation consultant. Mr. Read's base salary fell within the 50th and 75th percentile of the competitive market data compiled from our custom peer group.
Sign-On Bonus (Cash). A lump-sum, sign-on bonus of $1 million, up to half of which must be repaid if Mr. Read is not employed with the Company on the two-year anniversary of his hire date for any reason other than a Covered Termination. This sign-on bonus was provided in recognition of foregone bonus payments available to Mr. Read from his prior employer. For the definition of "Covered Termination," see the section titled "Employment and Related Agreements" below.
Sign-On Bonus (Equity). A sign-on equity award of 143,000 restricted stock units, which vest 100% on the one-year anniversary of his hire date. This sign-on bonus was provided in recognition of forfeited equity awards when Mr. Read terminated his employment with his prior employer and joined AMD.
2011 Cash Bonus. A cash bonus equal to 150% of the portion of his base salary payable from August 25, 2011 through December 31, 2011. As a condition of his hire, Mr. Read negotiated for his 2011 cash bonus to be guaranteed. However, commencing in 2012, Mr. Read will participate in the EIP with an initial target bonus opportunity of 150% of his base salary and his cash performance bonus, if any, will be based on our achievement of specified performance goals. The Compensation Committee approved of Mr. Read's cash bonus being guaranteed at "target" because he joined the Company during the third quarter of 2011.
Equity Awards. Additional equity awards consisting of (collectively, the "New-Hire Equity Awards"): (i) 717,000 time-based restricted stock units, which vest in three equal annual installments; (ii) 287,000 restricted stock units, which vest in three equal annual installments if (a) the volume weighted average closing price of our common stock over any 30-day period during the three-year vesting period is equal to or greater than $11.00 per share (the "Performance Target") and (b) Mr. Read continues his employment with us through each applicable vesting date; (iii) 1,847,000 time- based stock options, which vest in three equal annual installments; and (iv) 739,000 stock options, which vest in three equal annual installments if (a) the Performance Target is satisfied and (b) Mr. Read continues his employment with us through each applicable vesting date.
Relocation Benefits. Relocation benefits consisting of: (i) two house hunting trips; (ii) packing, moving, and storage costs; (iii) trips between his prior home in Raleigh, North Carolina and Austin, Texas; (iv) temporary living and car rental; (v) an incidental allowance of $12,500; (vi) marketing assistance with the sale of his home; (vii) home loss protection to the extent the sale price of his home is less than the original purchase price; (viii) a home buyout option in the event Mr. Read is unable to sell his home within the first 12 months of his employment with the Company; (ix) a tax gross-up on the home loss protection; (x) normal non-recurring closing costs on the sale of his prior residence and purchase of his new residence; and (xi) other approved reasonable expenses. These relocation expenses, other than the home loss protection and tax gross-up on the home loss protection, are subject to a claw-back provision in the event Mr. Read's employment is terminated within two years of his hire date. In light of the Compensation Committee's extended efforts in attracting a high-caliber new Chief Executive Officer and to accelerate Mr. Read's mobility and advance his productivity, the Compensation Committee determined that it was in the best interests of AMD and our stockholders to extend Mr. Read these relocation benefits as a part of his compensation arrangements. The Compensation Committee believes the above relocation benefits were appropriate under the circumstances to attract Mr. Read to AMD.
Severance. Certain severance payments and benefits as further described in the section titled "Executive CompensationEmployment and Related Agreements" below.
and his golden parachute:
Except as otherwise described in the next paragraph, in the event of Mr. Read's Involuntary Termination Without Cause or Constructive Termination: We will pay Mr. Read his earned but unpaid Base Salary through the date of termination and all other amounts to which Mr. Read is entitled under any AMD compensation plan or practice on the date of termination.
59
All unvested equity awards then held by Mr. Read that would otherwise have vested during the 24-month period after Mr. Read's termination will be deemed fully vested, unless the Performance Target was not satisfied before the date of termination, in which case the unvested Performance RSUs and Performance Option will not vest.
We will make a lump-sum cash payment to Mr. Read in an amount equal to two times his then Base Salary plus two times his then target Annual Bonus.
We will pay any applicable COBRA premiums on behalf of Mr. Read and his dependents for a period of 12 months following the date of termination.
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