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23 March 2010
If your company just emerged from a questionable bankruptcy, is it fair to reward the executive team with millions?
Great way to start out the description of the new "Long Term Incentive Plan Stock Unit Awards" with Departure of Certain Officers, and the repeated words "Change In Control" that they seem to emphasize. SuperMedia mid level managers, sales consultants, investors, and Board of Directors members (other than the Chairman whom is also the CEO!) need to really consider, do these executives, many of whom are directly responsible for the companies bankruptcy and pitched the 9 billion dollar debt to investors in the first place, deserve additional incentives for doing nothing to turn the business deep revenue declines around?
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On March 12, 2010, the Board of Directors and Human Resources Committee of SuperMedia Inc. (the “Company”) approved grants of restricted stock and restricted stock unit awards under the Company’s 2009 Long-Term Incentive Plan. On March 12, 2010, the Company entered into restricted stock award agreements with executive officers along with certain other employees of the Company, the form of which is attached to this Current Report on Form 8-K. The restricted stock vests over three years in equal installments of one-third on the first, second, and third anniversaries of the grant date. All unvested shares of restricted stock will immediately terminate upon the employee’s termination of employment with the Company for any reason on or before the third anniversary date of the award, except that the Human Resources Committee of the Company, at its sole option and election, may permit the unvested shares not to terminate if the employee is terminated without cause. If a change in control occurs on or before the third anniversary date of the award, all unvested shares of restricted stock will immediately vest. The foregoing summary is qualified in its entirety by reference to the text of the Form of Employee Restricted Stock Award Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and the Employee Restricted Stock Award Agreement with Scott W. Klein, a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K. Such exhibits are incorporated herein by reference. The following named executive officers were granted shares of restricted stock in the following amounts on the terms and conditions set forth in their respective restricted stock award agreements:
Named Executive Officer | Shares of Restricted Stock
Scott W. Klein: Chief Executive Officer | 78,999 x 3 = 237,000 shares x 40 per share (current price) = $9,480,000.00 payout on change in control.
Samuel D. Jones: Executive Vice President, CFO and Treasurer | 35,550 x 3 =106,650 shares x 40 per share = $4,266,000 payoff.....
Frank P. Gatto: Executive Vice President — Operations | 29,493 x 3 = 88,479 shares x 40 per share (current price) = $3,539,160 payoff....
Michael D. Pawlowski: Executive Vice President — Sales | 27,650 x 3 = 82,950 shares x 40 per share = $3,318,000 payoff.....
On March 12, 2010, the Company also entered into a 2010 long-term incentive award agreement with Scott W. Klein, the Company’s chief executive officer, which is attached to this Current Report on Form 8-K. The restricted stock granted under the agreement vests over three years in equal installments of one-third on the first, second, and third anniversaries of the grant date. All unvested shares of restricted stock will immediately vest (i) upon a change in control of the Company and (ii) upon Mr. Klein’s termination of employment with the Company for good reason, without cause, or due to death or disability. All unvested shares of restricted stock will immediately terminate upon Mr. Klein’s termination of employment with the Company for any reason not set forth in clause (ii) in the previous sentence, including, without limitation, termination for cause. Mr. Klein received 79,000 shares of restricted stock under this 2010 long-term incentive award agreement. The foregoing summary is qualified in its entirety by reference to the text of the 2010 Long-Term Incentive Award Agreement, a copy of which is included as Exhibit 10.3 to this Current Report on Form 8-K. Such exhibit is incorporated herein by reference. On March 12, 2010, the Company entered into restricted stock award agreements with its directors, the form of which is attached to this Current Report on Form 8-K. The shares of restricted stock vest on December 31, 2010. All unvested shares of restricted stock will immediately terminate if a director ceases to be a member of the board of directors of the Company on or before December 31, 2010. If a change in control occurs on or before December 31, 2010, all unvested shares of restricted stock will immediately vest. Each current director of the Company received 1,843 shares of restricted stock under the director restricted stock award agreements. The foregoing summary is qualified in its entirety by reference to the text of the Form of Director Restricted Stock Award Agreement, a copy of which is included as Exhibit 10.4 to this Current Report on Form 8-K. Such exhibit is incorporated herein by reference. On March 12, 2010, the Company entered into restricted stock unit award agreements with its directors, the form of which is attached to this Current Report on Form 8-K. The restricted stock units (“RSUs”) vest over three years in equal installments of one-third on the first, second, and third anniversaries of the grant date. If a director ceases to be a member of the board of directors of the Company on or before the third anniversary date of the award, the RSUs will vest on a prorated basis by dividing the number of days commencing on the anniversary vesting date or date of award, as applicable, and ending on the date of separation from service by (i) 1095 if the date of separation from service occurs prior to the first anniversary date of the award, (ii) 730 if the date of separation from service occurs after the first anniversary date of the award but before the second anniversary date of the award, and (iii) 365 if the date of separation from service occurs after the second anniversary date of the award but before the third anniversary date of the award, and the number of RSUs remaining will immediately terminate. If a change in control occurs on or before the third anniversary date of the award, all unvested shares of restricted stock will immediately vest. Each current director of the Company received 1,317 RSUs under the restricted stock unit award agreements. The foregoing summary is qualified in its entirety by reference to the text of the Form of Director Stock-Settled Restricted Stock Unit Award Agreement, a copy of which is included as Exhibit 10.5 to this Current Report on Form 8-K.
CHANGE IN CONTROL MEANS SUPERMEDIA/DEX ONE MERGER!!
This doesn't include the 27,650 shares to Dave Bethea, or shares for other executives! They are raiding the treasury folks!
In order to get stock, stock options, and unrestricted stock options, doesn't the companies balance sheet need to be healthy? Doesn't the company's executives realize that employees DO NOT AGREE WITH THIS? Do they care? Not if you don't speak up!
I want to ask Local.com, how many Unique Visitors have you awarded or given credit to Scott Klein's (SuperMedia) www.SuperPages.com Network? Unique Visitors that he is telling investors, advertisers, and employees that the company is retaining, meanwhile the SuperMedia sun is shining and birds are chirping, when reality proves the only sunlight near the company is on Scott Klein's 3.2 million dollar Highland Park Dallas Tx. mansion just a few miles away from the SuperMedia Corporate Hotel Complex.
Klein made a broadcast last week during his Tomorrow Show Today or Today's Show Tomorrow narcissistic self indulging skit where he proceeded to force employees to watch his "Wet Dream" skit about being the companies Ghost of SuperMedia future messiah and savior. I am sure some employees did not appreciate his comments during the skit about it being the "most fun in bed he has had without his wife."
SuperMedia employees need to collectively march to the Board of Directors meeting and announce via email petition to other Board Members that they want a Vote of No Confidence in the CEO and refuse to accept his crony capitalist selfish pay off! BTW, with all this talk about Government take-over of Healthcare and my opinion of what I call a complete lack of confidence in Political, Media, and CEO Cronyism..... do you think politicians are being promised financial rewards for passing a Healthcare bill that most Americans completely disagree with? Do they also have promises from Special Interest organizations for a Golden Parachute? Much like the SuperMedia Executive Golden Parachute. They will have jobs in administration when we decide not to re-elect the crony bastards. We just need to make sure that the next administration is not the Obama Administration. SuperMedia needs to vote no confidence in the Klein Administration.
STOP BEING SO DAMN SCARED OF LOSING YOUR JOB. You may not have a job to lose thanks to your horrible executive leadership.
