CBS-CNET: Merger Details; Exec. Compensation

This story was written by Joseph Weisenthal.
If you haven't had your fill yet of CBS (NYSE: CBS) and CNET (NSDQ: CNET), then check out their big 8-K getting down into the nitty gritty of the deal. In addition to the standard stuff (all poison pills have been denatured), it details how much the top execs at CNET stand to make by keeping their jobs, as opposed to getting forced out in a proxy battle.

-- Neil Ashe: "Mr. Ashe will be paid a salary of $750,000 per annum and will also be eligible to receive annual bonus compensation, with a target bonus of not less than 100% of Mr. Ashe's salary. Mr. Ashe will also be eligible to receive annual grants of long-term incentive compensation under the CBS long-term management incentive plan, with a target long-term incentive award and a grant date value equal to not less than $1,625,000 for each year of the amended and restated employment agreement. In addition, Mr. Ashe will be eligible to receive an award of stock options under CNET's 2004 Long-Term Management Incentive Plan, with a value of $1,625,000, following the close of business ten (10) trading days after the Merger."

-- Zander Lurie: "Mr. Lurie will be paid a salary of $400,000 per annum and will also be eligible to receive annual bonus compensation, with a target bonus of not less than 50% of Mr. Lurie's salary. Mr. Lurie will also be eligible to receive annual grants of long-term incentive compensation under the CBS long-term management incentive plan, with a target long-term incentive award and a grant date value equal to not less than $1,000,000 for each year of the amended and restated employment agreement. In addition, Mr. Lurie will be eligible to receive an award of stock options under CNET's 2004 Long-Term Management Incentive Plan, with a value of $1,000,000, following the close of business ten (10) trading days after the Merger."

-- Competing bids: CNET can't go out soliciting another bid, but if someone comes along: "...CNET may conduct discussions and negotiations with such person regarding such Inquiry or Company Acquisition Proposal without first having to determine whether such Company Acquisition Proposal is likely to lead to a Company Superior Proposal (as defined in the Merger Agreement). "

-- Termination: And if they do take another offer: "Upon a termination of the Merger Agreement under the following circumstances, CNET is obligated to pay Parent a termination fee of $35,000,000"


By Joseph Weisenthal
  • CBSNews

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