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Recall this: "Under his original agreement, Mr. Elop would be entitled to these same benefits if he terminated his employment for cause at any time regardless of a change of control".
Under his original agreement, Mr. Elop would be entitled to these same benefits if he terminated his employment for cause at any time regardless of a change of control, but would be entitled only to the same cash severance benefit (but not the acceleration of all equity awards) if his service contract was terminated by Nokia without cause prior to a change of control.
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"Do we want her doctor to be unable to perform an abortion because he faces the prospect of years in prison if he terminates her pregnancy?" Collins asked.
If he is terminated without cause or leaves for "good reason" before the end of the 2006 fiscal year, he is entitled to two times that amount.
And if he is terminated without cause, his make-whole stock grants will fully vest immediately.
"If he was terminated because of disagreements on disclosure on Merrill, that's relevant.
The base can also be a multiple of what the coach will receive if he is terminated without cause.
For example, if he is terminated without cause, or even if he resigns with "good reason," in less than two years, half the retention bonus shares vest immediately.
But if he is terminated without cause, his employment agreement will allow him to keep the entire restricted stock award and all vested options.
"The severance cap of 2.99 times is certainly more reasonable than paying out the balance of the 10-year term," Mr. Foley added, "but it means if he's terminated this year he'd get more than $50 million".
If he gets terminated in the event that Zynga has a "change in control" or gets acquired, both the big stock grants get fully accelerated with the cash severance being paid in a lump sum.
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CEO of Professional Science Editing for Scientists @ prosciediting.com