Given the events of the past 18 months or so — two new CEOs, a brief flirtation with a significant spinoff, the failure and then marginalization of an important consumer product and an unpopular and expensive acquisition — it’s probably no surprise that morale among employees at Hewlett-Packard has dropped significantly in recent months.

But now, many employees in HP’s mid-tier management ranks have something new to grumble about. Some 700 to 900 HP employees who have been participants in a three-year-old HP stock bonus plan learned right before the holidays that they would not be receiving the payout of shares they expected.

The program concerns what HP refers to as PRUs, or Performance-based Restricted Units, and is described in detail in HP’s 10-K and proxy filings with the Securities and Exchange Commission. It was created both as a performance-based bonus and also as a retention plan for certain HP management-level employees at the vice president level and higher.

In a Dec. 12 internal HP email obtained by AllThingsD, employees participating in the program were told that they wouldn’t be receiving a payout for 2011, and that shares accrued during HP’s fiscal years 2010 and 2009 would also be lost.

To explain:

Under the terms of the program, employees received grants representing hypothetical shares of HP stock that were to have been paid out at the end of the three-year period ending Oct. 31, 2011. Had HP met the stated cash flow and shareholder return goals, the shares would have been paid out to employees sometime in December.

Instead, employees were told that they would receive no payout from the PRU program at all, not for 2011, nor for 2010 or 2009.

This is, of course, exactly how the PRU program was to work: With HP’s goals not met, there was no payout to give. And while other equity-based bonuses and grant programs remain in force, for employees in the mid-level ranks — not those in the senior ranks already earning half-million-dollar salaries or more — PRUs represented an important benefit.

It’s not clear exactly how much HP would have been required to pay had the company met the PRU program’s requirements. The company’s most recent 10-K filing said that it had “$82 million of unrecognized pre-tax stock-based compensation expense related to PRUs with an assigned fair value,” but now that the payout has been canceled entirely, it no longer has to account for that amount, nor for any previous year’s PRUs.

Whatever the total amount involved, affected employees who stood to receive PRUs are seething about how and when they were told they wouldn’t be receiving them.

The email, delivered to certain managers on Dec. 12, contained instructions on talking with subordinates about their annual performance review and the rewards they could expect. The subject line was: “Deliver the One conversation.”

It reads, in part:

Managers with FY09 Performance-based Restrictued Unit (PRU) Award Holders

We have the final performance results for the FY09 Performance-based Restricted Unit award, which was based on HP’s performance from FY09-FY11. As you will recall, the performance metrics for the FY09 PRUs were:

1. HP’s annual cash flow from operations as a percentage of revenue for each of FY09, FY10 and FY11, and

2. HP’s Total Shareholder Return (TSR) for the FY09-FY11 period relative to the S&P 500

As a result of the change in HP’s stock price over the three-year period, the TSR requirements were not achieved, and no shares will be released from the FY09 PRU award.

Of course, we are very disappointed that there is no payout this year from this program, and you have specific management actions to communicate the final disposition of this grant for FY09 PRU award holders. The actions are:

– During the One Conversation, you will also need to address the outcome of the FY09-11 PRUs with employees on your team who are FY09 PRU Award Holders

– Please review the FY09 PRU Talking Points and PRU FAQs [Here the email contains links to internal HP documents I have not seen. -Ed] to prepare to have this discussion with your affected employees, who are listed below: [Here the printed copy of the email I received has several listed names blacked out.]

For any other questions about FPR, please ask Contact HR.

Regards,
Evan Wittenberg, VP, Global Talent

Stan Dunlap, VP, Global Rewards

And here’s some more detail about how the PRU program worked, taken from HP’s 10-K and proxy filings:

HP employees who participated in the PRU plan could track the accrued amounts of their PRUs on a Merrill Lynch Web site. I talked to two sources, both of whom had accrued PRUs worth between $100,000 and $200,000 for fiscal 2009 and 2010. Other less senior employees who received PRUs would have accrued between $20,000 and $50,000 in their accounts.

One source told me that as rumors began to circulate that PRUs would not be paid for 2011, most people assumed that the accrued amounts for 2009 and 2010 would still be paid. How wrong that assumption was became apparent on Monday, Dec. 11, as the amounts in their Merrill Lynch PRU accounts plummeted to zero. As recently as Dec. 9, the prior Friday, the value of the accrued PRUs for 2009 and 2010 were still displayed.

HP CEO Meg Whitman discussed the decision not to pay out PRUs in a conference call with HP’s top 900 executives days later. According to people who were on the conference call, Whitman primarily blamed the economy.

Despite the fact that HP followed the PRU program’s provisions correctly, affected employees are grumbling that management has “crossed a line.” As one source put it to me, revealing the decision during the weeks leading up to Christmas was “unconscionable.”

“If they will cross this line now, there’s no line they won’t cross later,” said one source, a current HP employee who asked not to be named. “They could have played straight with us and told us this was coming months ago. The way they’ve done this is not in keeping with the HP way.”

The decision is hurting morale at a time when HP needs to hold on to its people. One source, who left HP recently for another company, says he is routinely being peppered with resumes from HP employees looking to jump ship.

Update: An HP spokesman says of the PRU program that compensation is tied to performance and the 2011 fiscal year wasn’t a good one for HP. Still other bonus programs did pay out. “High-performing employees were still eligible for salary, stock and bonus awards that year.”

As to the timing of the decision, he said since HP’s fiscal year ends on Oct. 31, it’s natural that compensation decisions fall in December. “That’s the time every year that we do raises and award bonuses. That is when these things are announced.”

Of course, many of the affected employees are blaming HP’s prior generation of management for not meeting results, as well as its board of directors. HP shares fell considerably during the 11-month period that Léo Apotheker was CEO, and it was on his watch that the company shook the confidence of investors, as it missed quarterly earnings targets three times in a row.

This probably won’t make them feel any better, but Apotheker is affected by the loss of PRUs, too: Under terms of his separation agreement, Apotheker was to have received 424,000 PRUs which on paper would be worth $12 million and change, given Monday’s share price. But according to his contract on file with the SEC, his PRU grants were made under the same rules as those made to other employees. That means they’re gone, just like those of other affected HP employees.

Here’s the deal for new Yahoo CEO Scott Thompson, who left a job running eBay’s PayPal:

Annual pay: $1 million.

Bonus (if he’s very, very good): $2 million.

Bonus (even if he’s not): $500,000

Stock grant: $11 million.

One-time inducement grant: $5 million.

Make-whole cash bonus: $1.5 million

Make-whole restricted stock units: $6.5 million.

Shareholder horror if it doesn’t work this time: Priceless!

Oh, just read it for yourself:

YHOO-20120106-8K-20120103

According to multiple sources, 75 percent of the company’s 500-plus employees received the bonus. The dividend was based on tenure, with some of the longer-term employees receiving as much as $100,000.

Big Fish CEO Jeremy Lewis declined to comment, but confirmed that the dividend was given to shareholders and vested option holders.

The dividend shows that the privately held game maker is flush with cash, and that it may have big plans to come.

Big Fish has been considered an IPO candidate in recent years; the latest rumors hint it could come as soon as next year.

Since being founded 10 years ago, the company has grown quickly. It has hired 50 employees worldwide over the past few months, including new CFO David Stephenson. Prior to the job, Stephenson was VP of finance at Amazon.com.

The company specializes in producing games for the casual games market, including puzzles, hidden objects and other strategy games, but has steered clear of the recently popular free-to-play model adopted by newer games companies, like Zynga.

Instead, many of its games are sold through a monthly subscription online or for download on the iPhone and iPad.

Potentially, he could walk away with a lot. His contract, on file with the U.S. Securities and Exchange Commission, grants him a series of cash payments, company shares and other things, some of which he’ll keep, some of which he won’t.

First off is the cash: Apotheker’s base salary was $1.2 million a year and according to my reading of his contract, he’ll be eligible for a severance plan that will pay him that salary for 18 months after termination.

He also received a $4 million cash signing bonus for joining HP. But depending on when and how he’s fired — with or without cause — he may have to give some of it back. The contract says that if he’s terminated within 18 months he has to return some of that signing bonus, specifically: “an amount equal to the Signing Bonus multiplied by a fraction with the numerator equaling 18 less the number of whole months that have elapsed from the Effective Date to the date of Executive’s termination of employment (the “Date of Termination”) and a denominator equal to eighteen (18).” I’m not going to do that math for you because I don’t get what the contract aims to say. Given that it’s been less than 12 months since he joined HP, let’s just assume he’ll be required to return most about 40 percent of it.

He’s also entitled to an incentive bonus that amounts to between 200 percent and 500 percent of his annual salary, based on HP’s existing incentive plan. The incentive plan isn’t spelled out in the contract, but since these plans are usually tied to stock performance I can’t imagine what payment he’d be entitled to under it. The contract stipulates that he gets at least some of it. More on that below.

Apotheker has also accumulated a fair amount of HP stock. He was granted 76,000 shares of HP stock, half of which vested on Oct. 31, 2010. The next day, HP shares closed at $42.49 a share, making the grant worth $1.6 million. Another grant of 38,000 shares is due to vest on Oct. 31 of this year. This block is worth a lot less: $889,000 as of the price of HP shares at the moment.

There were also one-time grants that were essentially a signing bonus package: 80,000 non-forfeitable shares, half of which are due to vest on Oct. 31, 2011, and the other half due to vest on Oct. 31, 2012. If terminated without cause within three years, these shares become fully vested. That’s another $1.9 million worth of HP shares. However, if terminated “with cause” then all the unvested equity goes poof and isn’t considered vested. This will make the “with cause” and “without cause” portion of the discussion with the board important.

Apotheker also got a lot of cash in relocation benefits, and was said to have purchased a six-bedroom house in Atherton, Calif., for $7 million. His relocation allowance amounted to $4.6 million, of which $2.9 million was to be devoted to the actual, uh, relocation, and $1.7 million of which was to compensate him for the forfeiture of payments and benefits he lost upon leaving his old job at SAP. This payment was fully vested right away and is not subject to repayment.

Update: Many thanks to reader Yogi who in the comments below appears to have done all the math much better than I could. His findings:

• $8.6 million: signing ($4 million) and relocation ($4.6 million) bonus.
• $3.6 million earned for one year of service (base $1.2 million + $2.4 million minimum bonus minimum according to contract).
• 156,000 shares of HP works out to about $3.8 million based on today’s price. Remember that all stock grants vest upon termination.
• $4.8 million severance payment: 2x the base salary plus minimum 2x bonus. This would be paid over 18 months and would stop if he gets a job with a competitor.
• 728,000 PRUs: This one is flexible, and is based on performance of the company, but automatically assuming cash flow has been achieved. Since PRUs are used as incentive for all HP management, Apotheker’s estimated achievement will be the same as for everyone else. Even at 50 percent, this would be worth about $9 million (364,000 shares), and at 75 percent it would be worth $13.5 million.

The range works out to be in the neighborhood of $28 million to $33 million.

See the clear-as-mud contract below.

apothekercontract

Murdoch, who is Deputy Chief Operating Officer and until recently has been seen as the heir apparent to his father Rupert Murdoch, has also been one of the primary focal points during the scandal. He has been in charge of News Corp.’s British newspaper unit that has been accused of widespread, systemic phonetapping and other charges (News Corp. also owns this Web site).

Here’s his statement:

In light of the current controversy surrounding News of the World, I have declined the bonus that the company chose to award to me. While the financial and operating performance metrics on which the bonus decision was based are not associated with this matter, I feel that declining the bonus is the right thing to do.  I will consult with the Compensation Committee in the future about whether any bonus may be appropriate at a later date.

Murdoch is keeping the rest of his compensation, which includes a base salary of $3 million, $8.3 million in stock awards and other benefits including personal use of the company’s aircraft, which the filing values at $224,864 for the fiscal year.

In News Corp.’s annual proxy statement, filed with the Securities and Exchange Commission today, the company said it considered the following factors in awarding him his $6 million bonus:

“Mr. J.R. Murdoch played an important role during fiscal 2011 in developing the Company’s key businesses and investments in Europe, Asia and the Middle East, including the development of the Company’s content and distribution strategy. He led the success of STAR India, which delivers market-leading content, and he led the Company’s ongoing deployment of satellite television in Italy (with Sky Italia achieving its highest ever subscriber base), the UK, Germany and India, where we operate, or are key investors in, industry-leading pay television platforms. Under his leadership, the Company expanded its presence in the Middle East through a key strategic partnership and optimized its European asset portfolio through the disposition of News Outdoor. Mr. J.R. Murdoch also successfully transitioned into his new role as Deputy Chief Operating Officer and Chairman and CEO, International, expanding his responsibilities.”

In 2010 CEO Steve Jobs retained his $1 annual salary and some 5.5 million shares of Apple stock as well. “Since rejoining the company in 1997, Mr. Jobs has not sold any of his shares of the Company’s stock,” the filing reads. “Mr. Jobs holds no unvested equity awards. The Company recognizes that Mr. Jobs’s level of stock ownership significantly aligns his interests with shareholders’ interests.”

COO Tim Cook earned $59.1 million for the fiscal year, thanks to a $5 million bonus and $52.3 million in stock awards. Quite a spike from the $1.64 million he earned in 2009, but well-deserved given his performance, particularly when he filled in for Jobs during his medical leave of absence.

Included in the proxy statement is a shareholder proposal asking Apple to adopt a CEO-succession-planning policy and appended beneath it is a strongly worded statement from the company opposing it. “The Company recognizes that a highly talented and experienced management team, not just the CEO, is critical to Apple’s success,” it reads. “Accordingly, the Board already implements many of the proposed actions and maintains a comprehensive succession plan throughout the organization. While the Board strongly supports the concept of succession planning, it recommends a vote against [the proposal].”

Why?

Evidently, the board feels a written succession plan would give Apple’s rivals unfair advantage by publicizing its objectives and plans. It also fears that identifying potential successors to Jobs would invite other companies to recruit those people away from Apple. Finally, the board feels that its directors and Apple’s leadership can handle succession planning on their own. “The Company takes succession planning seriously, and the board has adopted a comprehensive process to ensure continuity and maintain the superior quality of its management team,” Apple said in the filing. “This process also allows flexibility to adjust to unanticipated changes in the market.”

Plus, Steve doesn’t like talking about it.

CityVille is the perfect hospital waiting-room activity. You click to create buildings and plant crops, click to harvest them and collect money from your shops, click to visit your friends’ cities and help them do the same things.

Unlike in a real city, everything you can possibly accomplish in the game is good. You receive money, goods, reputation points, energy and random bonus prizes constantly.

Most of these are useful, but some of them are not. For instance, I currently have a stock of 22 virtual danishes received as bonuses from my in-game coffee shop, and no way to spend them.

Among the early adopter types I know in the tech industry, there’s a sense that casual gaming on Facebook serves an entirely different demographic from their own. The thinking is that games from Zynga and the like replace relatively mindless activities like watching soap operas.

But as someone who has just reorganized her virtual retail shops to be surrounded by virtual trees, so as to accumulate more virtual bonus points, I can see how social gaming–especially as it gets more social–might appeal to the desire for mindless diversions in all of us.

And, I began to get an answer to a question I am asked a lot: Why are so many people playing these seemingly meaningless games?

CityVille is Zynga’s latest attempt to extend the dominance of its breakout social game FarmVille, which has long been the most popular such diversion on Facebook.

Of all of Zynga’s games, CityVille has been heralded as the most social to date, with new features such as a franchise system that allows users to actually participate in the building of their friends’ cities. Personally, I’ve never gotten into FarmVille, although it’s obviously quite addictive as well and hugely popular.

Chalk it up to the new social features, the slightly less awkward and cutesy 3-D graphics, or a momentary openness to mindless diversion on my part, but CityVille is the only Facebook game that’s truly sucked me in so far.

Zynga says CityVille is its fastest-growing game ever. According to AppData, CityVille has 54 million monthly active users, for second place overall (and only two million behind FarmVille).

There are no consequences in CityVille and there is no strategy. There’s also no winning (rather, as in FarmVille, an endlessly extending horizon of tasks to complete).

The worst thing that can happen is a crop can wither or you can allocate your “energy” to collecting rent and not have enough to empty the cash registers at your stores.

But, not to worry–come back in five minutes and there’s another unit of energy waiting for you.

CityVille is satisfying on a superficial level that I hadn’t thought possible. It’s not even like Angry Birds, my former casual game of choice, which breaks all sorts of age and language barriers in its simplicity, but still requires you to position the slingshot correctly and think through the physics of the various projectiles.

In CityVille, all you do is click, click, click.

Zynga seems to want three things from users: Their time, their money and their recruitment of their friends. As for time, I’ve given plenty of it, although you usually run out of stuff to do about 15 minutes into any one session (Zynga wouldn’t want game play to be a burden or feel too complicated).

But I’m not sure my obsession is paying off for Zynga. I’ve spent a grand total of 50 cents on the game. That’s because I wanted to spend the 15 Facebook credits I’d gotten as part of a launch promotion, but Zynga had a minimum purchase of 20 credits. Coughing up two quarters got me the difference–and it also hooked up my Facebook account to my PayPal account for the first time.

I currently have 20 CityVille “neighbors.” They are Facebook connections from all different parts of my life, including high school friends, tech industry people and fellow reporters. We get credits for heading over to each other’s cities and helping out, accepting roles at each other’s city halls and other municipal buildings and setting up franchises in each other’s cities and resupplying them.

And Zynga constantly harasses us to post on our own or other people’s Facebook walls to ask them for in-game gifts and brag about in-game achievements.

Conscious of polluting other people’s walls and admitting to people how much CityVille I play, I usually decline all the offers to broadcast my CityVille needs and accomplishments. But it’s clear Zynga could stand to add even more communication channels if it wanted to; a friend recently emailed me off-game to ask if I could hurry up and send him a CityVille zoning permit.

I get the sense most of my particular set of neighbors haven’t given Zynga a lot of cash for virtual goods, considering our cities are growing at about the same rate and I see them on there at least once a day helping tend to my crops and resupplying their franchises. There are no in-game advertisements.

A few of my neighbors, however, have accumulated premium goodies galore. A certain Facebook exec’s city is decorated with paid-for doodads like a basketball court, tennis court and bronze statue–but I imagine it’s not too hard for him, of all people, to stock up on Facebook credits.

A particular start-up CEO who’s my virtual neighbor seems to play on an hourly basis. He has already hit level 35. You know that somewhere a Zynga engineer is scurrying to create more tasks and content to add more levels to keep up with him and other addicts.

And only one of my neighbors appears to have never returned to the game after setting up her initial city.

Meanwhile, my own city keeps on growing. I’m currently at level 26. I’m now the mayor of my city and considering a run for governor.

But, now that I’m back from the hospital, I’d honestly really like to stop playing this game and let the healing begin.

Update: Since I first wrote a draft of this post on Sunday CityVille added 10 million users. I’ve updated the stats as of Wednesday morning.

You’d have to search a long time to find someone who’s been closer to the evolution of Google than Susan Wojcicki. It was in her rented garage that Sergey Brin and Larry Page launched the company, which she joined in 1999.

Today, while much of the attention on Google focuses on Android or Chrome, Gmail or YouTube, Wojcicki oversees the operations from which Google generates the bulk of its revenue and profits: AdWords, AdSense and DoubleClick among them. And in October she was made one of Google’s eight senior vice presidents.

She’s lately been quoting research from Forrester, which found that while 42 percent of people do research online before buying something, only 7 percent of those purchases happen online. Mobile advertising, she has argued recently, can help bridge that gap. Expect lots of discussion around that stemming from last year’s $750 million acquisition of mobile advertising firm AdMob.

Meanwhile, let’s be honest: Everyone wants to know what really happened between Google and Groupon.

Liveblog

8:36 am: Everyone is seated in the ballroom, and the session with Wojcicki is about to start.

8:39 am: Walt and Kara have come out onto the stage, thanking the audience for their support at big D and this week at D: Dive Into Mobile.

Before Wojcicki comes to the stage, they are introducing the new writers at All Things Digital:

• Liz Gannes, NetworkEffect
• Ina Fried, Mobilized
• Tricia Duryee, eMoney
• Arik Hesseldahl, NewEnterprise
• Drake Martinet

8:43 am: Walt and Kara hand the stage off to Peter Kafka, who will be conducting the interview with Susan Wojcicki.

8:44 am: We’re getting started. Peter Kafka is interviewing Susan. She says when she first rented to Larry and Sergey, they weren’t allowed to come in the front door.

8:45 am: Susan: I charged them $1,700 a month in rent.

8:45 am: Peter: Let’s start with mobile. It’s a big business but small for Google at $1 billion. Break out that billion dollars.

Susan: We don’t break it out. But they are all growing. To give you an idea of the growth, we saw a 4x increase year over year in the number of searches. AdMob has doubled, and is doing more than a billion ad requests per day.

8:48 am: Mobile brings an opportunity not just to bring people to a Web site but to a store. We just did something with Google Ad Goggles, with Buick, where you can see a magazine ad, scan and that takes you to an ad site.

8:51 am: Peter: In-app advertising is a small opportunity, but Google owns it.

Susan: We’d like to have everyone be an advertiser. We think about having very mobile-specific campaigns.

Our barriers to entry are a lot lower than those at Apple. We offer all the formats like video. We want it to be easy to advertise, we have a lot of systems that measure quality.

8:52 am: Peter: Who’s running AdMob day to day? Original management has left.

Susan: We’ve taken different parts of it and integrated it into our advertising and sales organizations. [Former AdMob CEO] Omar [Hamoui] has left for personal reasons, but pretty much most of the staff who joined with AdMob have stayed. The goal is how do we continue to innovate on that platform.

Peter: Do you view the phone differently from a privacy standpoint than on the PC?

Susan: I think the phone is a really personal device in a lot of ways. If you drop your phone or lose it there’s a moment of panic. On the other hand there’s a lot of control that users have.

8:57 am: Peter: You guys and the rest of the ad industry are telling Washington that they will self-regulate around privacy. FTC says that’s not going to fly, and they want something like an opt-out browser.

Susan: Google is a consumer brand and people need to be comfortable. If we were just an advertising brand we wouldn’t have the same concerns. We’ve always tried to promote transparency and choice among our users. We didn’t have a cookie on the AdSense network until about a year ago. There were a lot of things we couldn’t do.

8:58 am: Susan: We’re always interested in what’s being proposed. We’ll always participate in any discussion around proposals to improve privacy for users.

8:59 am: Peter: Do you think users really care about this? They’ll say they care if you ask them. Practically, do they really care?

Susan: People care. They also want to have good content. And they want the advertising to be relevant. We see advertising as information, and as long as we can make that information useful, the better it is.

9:01 am: Susan: We’ve had ads in Gmail since Gmail first launched. Ads get a bad reputation sometimes because theyr’e not useful. They’re not relevant, or slow. If you’re planning a trip to Hawaii, and see ads that are related to that, that’s useful information.

9:02 am: Susan: The moment that our products are not as good, people will go somewhere else.

Peter: So you were employee No. 18; now there are 23,000 employees at Google. Talk about how the culture has changed over time.

Susan: Google is a much bigger company obviously. We’ve tried to have a lot of different divisions and groups and have given them autonomy. Our display group is run like a separate group within Google.

The secret is to break into groups that are manageable, and give them as much autonomy as possible.

9:05 am: Peter: What are we to read into the fact that you’re offering employees bonuses to stay at the company?

Susan: Our employees are really valuable to us. They are basically our business. Google has been doing well. As much as possible we’re trying to share back with the employees. They will continue to create a lot of value.

9:06 am: Peter: If you’re coming to Google as a hot young engineer out of Stanford, what’s the most compelling thing you can say to bring them on board?

Susan: Google’s scale and platform. If you have a passion, and want to get things done. [Cites Andy Rubin, and the scale he's working at now vs. when Android was a start-up.] When you do something, it matters.

9:07 am: Peter: You guys were talking to Groupon. That deal has now gone away. [Asks about integrating companies into the Google culture.]

Susan: Each deal is different and you have to consider how best to integrate them.

9:09 am: Peter: What’s the product you’re most excited about?

Susan: Mobile ads. How can we enable you, when you’re walking around, to find out the best local offers around? As an advertiser, how can I find out if someone saw my ad and went to a store?

The local market is a huge market, we’ve always wanted to be in it.

9:09 am: Now going into Q&A from the audience.

9:13 am: Q: What do you view as being so hard about local?

Susan: The reason local is hard is because it needs to be simple. For small businesses, they don’t have a lot of time. You need to create a model that works for them. And it needs to be easy for them to sign up. On the back end, everything needs to just work for them.

9:15 am: And we’re done!

Yahoo’s CEO Carol Bartz has been under pressure of late, due to everything from executive turmoil to flat revenue to lack of vision to, perhaps most importantly, a flaccid stock price.

And, as of yesterday, you can add excessive pay to the pile.

That’s because Bartz just topped the list of 25 overpaid CEOs, which is done annually by proxy adviser Glass, Lewis & Co.

A dubious distinction, to say the least.

The San Francisco-based firm pointed to the $39 million Bartz garnered last year from Yahoo (YHOO), which–to be fair–includes both salary and options she has not yet sold.

Still, the huge sum also recently put her atop Fortune magazine’s list of highest-paid women.

Glass Lewis, of course, was using Yahoo’s top exec to make a point:

“Bartz represents a problem we find at many other firms with poor pay-for-performance grades: excessive compensation awarded to executives to encourage them to join or remain with a company.”

Indeed, this big number–however loaded with options based on some level of performance–is one that is sure to draw shareholder ire, due to the fact that the well-paid Bartz is simply not delivering what had been hoped for when she was brought on to shake up Yahoo.

It will be interesting to see if the board of Yahoo–hands down the weakest and most mistake-prone in Silicon Valley–will act in the same way the Microsoft (MSFT) board did with CEO Steve Ballmer.

Although a small thing, especially given how wealthy Ballmer is, the company pointed to the ill-fated venture that was the Kin phone and the slow response to the Apple (AAPL) iPad juggernaut, when giving him only half his maximum bonus recently.

This was despite record revenues at Microsoft, yet still a tiny but encouraging sign that the board has the courage to say: Not good enough.

Will Yahoo’s mousy board members manage to squeak out any such message to Bartz in the months ahead?

Having seen them in action for many years of stumbles now, which has been like watching someone throw himself continually down a flight of stairs, here’s my educated guess: No.

As short as the following filings from Palm yesterday are, they say a lot about the current forecast for the troubled handset maker, which is reportedly seeking a buyer:

Cloudy with a definite chance of talent exodus.

In an 8-K regulatory filing with the Securities and Exchange Commission, Palm (PALM) revealed that software head Michael Abbott will be gone by the end of next week.

This is a big move, as Abbott was in charge of development for software and services and the chief cheerleader for its webOS.

To stop other top execs from racing for the exits, Palm finds that it needs to slather on two-year retention packages, including large cash bonuses and restricted stock units.

The company filed plans to do that for six of its top managers: CFO Douglas Jeffries; SVP of Global Operations Jeffrey Devine; SVP of Product Development Michael Bell; SVP Worldwide Sales Dave Whalen; SVP of Brand Design Jeffrey Zwerner; and SVP of Product Marketing Kate Mitic.

Apparently, other execs were also loaded up, without the need for filings.

In any case, you can see it all below in black and white:

8-K

8-k

Jeffries

jeffries

Devine

devine

Bell

bell

Whalen

whalen

Zwerner

zwerner

Mitic

mitic

Example A: Time Magazine, which is asking $4.99 a week for its app–the same price you’d pay if you bought the paper edition at a newsstand.

The electronic version of the weekly does contain some bonus features, like extra photos and video clips. And some iPad users seem to be okay with it: As I type this, the app is ranked No. 16 on the iTunes “top paid” list.

But to hear the digerati tell it, Time Inc. is crazy to ask users to pony up full price for a digital good that’s available for free on the Web–even for Apple’s (AAPL) iPad browser. What are the people at Time Warner’s (TWX) magazine unit thinking?

I asked them and got this response:

We are offering a compelling, robust and beautiful product. The production of this high quality, fact-checked reporting takes resources. We believe there is a real value to this product and as consumers experience it, they will agree. We are currently only offering single copy sales, just like at your local newsstand–and, the price is the same as the physical newsstand. We will soon be offering subscriptions–both digital subscriptions and print/digital bundled subscriptions. We anticipate these subscriptions will be discounted off the newsstand price.

Two notes:

• We’re less than a week into the great iPad experiment and none of this pricing is set in stone. So it’s entirely possible that Time Inc. will eventually lower the price for some of its iPad apps. But the company can’t do that if it starts low to begin with.
• Note that the publisher says it will offer subscriptions at a discount from newsstand prices–not from paper prices. That’s because magazine publishers famously give away their subscriptions for a fraction of their cost. If you Google “Time magazine subscription,” for instance, the first thing you’ll see is a $20-per-year offer, (“Save 92% of the cover price!”). I wouldn’t be surprised at all to see a scenario whereby the publisher asks subscribers to pay more for a tablet subscription than for a paper-and-ink version, at least for some titles.

The payouts are part of a broader reorg CEO Tim Armstrong has put into place since coming aboard from Google (GOOG) a year ago. And most of the eye-popping sums are really a reflection of employment contracts the executives signed with the company when it was run by Time Warner (TWX). Still, they’re big numbers:

• Former CEO Randy Falco: $11.6 million
• Former COO Ron Grant: $7 million
• Former COO Kim Partoll, who replaced Grant last June, but left in September: $6.2 million
• Former CFO Nisha Kumar: $3.6 million

Some of these payouts will keep going. Falco and Grant, for instance, will continue to be on the AOL payroll through the end of this year. Falco will get $1 million in salary, plus a $3.25 million cash bonus, while Grant will earn $750,000 and a $1.6 million bonus.

And as PaidContent notes, CTO Ted Cahall, who made $1.6 million last year, received a “retention payment” of $354,000 on Jan. 15. Ten days later, Armstrong announced that Cahall was being replaced, too.

To put the payouts in perspective: AOL (AOL) said it spent $190 million on restructuring charges last year as it began shedding a third of its workforce.

[Image credit: DVIDSHUB]

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The voluntary layoff program begins Dec. 4, a few days before the company spins off from Time Warner (TWX). If AOL doesn’t get enough volunteers, it will ax people on its own.

This is lousy news for employees, who are faced with a “jump now or wait to be pushed” decision, but it is designed to cheer investors: AOL says the cuts will drop its annual operating expenses by $300 million. Through the first nine months of this year, AOL’s operating expenses ran around $1.8 billion.

Meanwhile, AOL is looking to shed some parts of its business altogether. It has hired bankers to sell off its ICQ messaging service and is considering dumping MapQuest, among other assets.

Armstrong’s (expensive) goodwill gesture: He is giving up his 2009 bonus, which was to be at least $1.5 million. His explanation to employees: “As a member of our team and the person who takes accountability for the results of the company, I am making the decision to forego my 2009 bonus. That decision is a personal one and is not a sign for the future payout of the overall bonus plan for employees.”

Here’s the text of the company’s filing with the Securities and Exchange Commission:

On November 19, 2009, AOL Inc. (the “Company”) informed its employees of proposed restructuring activities as part of its continuing cost reduction initiatives aimed at aligning the Company’s organizational structure and costs with its strategy (the “Restructuring”). The Restructuring is conditioned upon the successful completion of the Company’s previously announced spin-off from Time Warner Inc. (the “Spin-off”), as well as the approval of the Company’s new Board of Directors that will begin service in connection with the Spin-off. It is anticipated that, if approved, the Restructuring will include the reduction of approximately a third of the Company’s current employee base, which will be conducted on a voluntary and involuntary basis. The goal of the Restructuring is to reduce ongoing annual operating costs by approximately $300 million. If the Restructuring is approved, the Company expects to incur restructuring charges of up to $200 million, substantially all of which is expected to be incurred from the date of the Spin-off through the first half of 2010.

Little by little, AOL is offering investors more and more details about what the company will look like after it spins off from Time Warner (TWX).

The problem: The more AOL discloses, the less attractive the company looks.

The most recent nuggets come from a preliminary prospectus Time Warner filed with the Securities and Exchange Commission yesterday. Some, but not all, of this has broken out in previous filings or earnings announcements. In any case, it helps to see it all in one place.

The big picture: AOL’s subscription service, which accounts for the “vast majority” of the company’s operating income, is withering away. But advertising revenue, which was supposed to replace that money, has been declining for nearly two years (see tables below; click to enlarge):

And here’s a closer look at the ad business and its recent performance:

The good news for AOL is that some of this is the result of self-inflicted wounds, and it’s possible to heal some of them. The company’s previous regime seemed to go out of its way to mismanage and dismantle the sales force, for example, and if new CEO Tim Armstrong can rebuild that team, he can make a bit of headway.

The flip side is that some of AOL’s woes may be well beyond Armstrong’s control. Money from a Google (GOOG) search deal, which provided a third of AOL’s $2.1 billion in ad revenue last year–and had been increasing up until this year–is now dropping off, too.

Google dollars fell by $42 million in the most recent quarter, representing more than half the $75 million drop in ad dollars from its AOL Media unit. And Google income fell by $90 million in the last nine months, representing about 40 percent of $197 million decline in that period.

AOL says some of the Google decline stems from its declining subscriber base, which brought down search query volume. The rest is due to lower revenue per search query–that is, Google has changed its algorithm in way that ends up punishing AOL. But Armstrong can’t do a whole lot about either of these variables.

He can try extracting more money from Google, whose search deal expires at the end of next year, or from Microsoft (MSFT), which is trying to gain share any way it can.

Earlier this year, Armstrong turned down a new deal from Google and now says he’ll deal with search after he gets other things in place. But the longer he waits, the less leverage he may have.

AOL shareholders will be paying Armstrong well to figure this out, though. His three-year deal pays him a base of $1 million a year, plus annual cash bonuses of up to $4 million. In addition, he’s getting $20 million worth of stock grants to make up for Google shares he left on the table when he resigned from his old employer. And he’ll get stock options worth as much as 1.5 percent of the company once the spinoff is complete.

That said, AOL will also be paying former AOL CEO Randy Falco, who got tossed out in March. Falco will continue to pull down a $1 million salary through 2010–and he’ll get $7.5 million in bonuses through then as well. Former AOL COO Ron Grant, meanwhile, will earn $750,000 a year, plus another $3.3 million in bonuses.

One smallish change: Eric Schmidt’s friends and families spent a lot more time with him on the company jet last year.

At least that’s the conclusion I’m drawing from a footnote to the SEC document, which notes he was paid a total of $508,763 in “other compensation.” The breakdown: $402,562 for personal security costs, plus another $106,201 “paid by Google on Eric’s behalf for costs related to aircraft chartered for Google business on which family and friends flew in 2008.”

Google has consistently been shelling out about a half-million dollars in “other compensation” to Schmidt each year, so this is nothing new. The only difference is that Schmidt seemed to bring more friends and family on the Googleplanes last year, or having them take longer flights, than before.

In 2007, friends and family-related flight costs only totaled $4,000. And in 2006, Google shelled out $22,456 for “tax gross-ups” related to those flights, plus another $531 in “aggregate incremental costs.”

So what prompted Schmidt’s pals and relatives to take to the skies that much more this year? I’ve asked Google for more information, and will update if I get anything.

Former Motorola CFO Paul Liska thought he’d been let go because the company was postponing the spinoff of its cellphone unit. Imagine his surprise when he read in Crain’s Chicago Business that he’d actually been fired for cause.

In a recent SEC filing, Motorola (MOT) said Liska was “involuntarily terminated for cause” and therefore must repay his $400,000 signing bonus and forfeit the stock options he received when he signed on with the company.

An odd disclosure, given the way in which Motorola’s leadership handled Liska’s departure. Asked about the circumstances surrounding his exit on a Feb. 9 earnings call, Motorola co-CEO Greg Brown had this to say:

“[Paul] did a lot of good work here and helped us get a lot of the heavy lifting done around this separation and preparation for separation which–as we talked about–remains the commitment to our strategy going forward and he was also very helpful in getting after along with the businesses and the other leaders in the organization, cost reduction initiatives. That said, I think the business environment’s changed, and given the environmental changes, we thought the change was appropriate at this time as well in that position.”

If that was the case, why was he fired for cause, which Motorola defines as–among other things–”willful and continued failure to substantially perform duties” and “gross misconduct”?

We may soon find out. Liska has reportedly filed suit against Motorola for wrongful termination.

[Image credit: Someecards]

Former Motorola CFO Paul Liska thought he’d been let go because the company was postponing the spinoff of its cellphone unit. Imagine his surprise when he read in Crain’s Chicago Business that he’d actually been fired for cause.

In a recent SEC filing, Motorola (MOT) said Liska was “involuntarily terminated for cause” and therefore must repay his $400,000 signing bonus and forfeit the stock options he received when he signed on with the company.

An odd disclosure, given the way in which Motorola’s leadership handled Liska’s departure. Asked about the circumstances surrounding his exit on a Feb. 9 earnings call, Motorola co-CEO Greg Brown had this to say:

“[Paul] did a lot of good work here and helped us get a lot of the heavy lifting done around this separation and preparation for separation which–as we talked about–remains the commitment to our strategy going forward and he was also very helpful in getting after along with the businesses and the other leaders in the organization, cost reduction initiatives. That said, I think the business environment’s changed, and given the environmental changes, we thought the change was appropriate at this time as well in that position.”

If that was the case, why was he fired for cause, which Motorola defines as–among other things–”willful and continued failure to substantially perform duties” and “gross misconduct”?

We may soon find out. Liska has reportedly filed suit against Motorola for wrongful termination.

[Image credit: Someecards]

Over at Mini-Microsoft, the Redmond insiders who frequent the site’s comments are incredulous over the layoff rumors, insisting that they are baseless. Costs will be cut, they say, but they will be cut through attrition and reduction in open headcount. “For the last time folks–THERE ARE NO LAYOFFS HAPPENINGS IN JANUARY,” writes one Mini-Microsoft commenter. “Beyond Jan…well we dont have a crystal ball–but if the economy doesn’t improve and the company misses targets–it would get uglier for everyone–from no raises/no bonuses to (maybe) cutbacks/layoffs… but then, those are the rules of the game in corporate America.”

But wait. Wasn’t it Lehman that filed for bankruptcy just last week?

Yes, it was.

But as luck would have it, that sorry, sorry turn of events apparently had no effect on the $2.5 billion the bank set aside for staff bonuses. So, according to The Independent, Barclays, which is buying Lehman Brothers for $1.75 billion, plans to make good on those bonuses, though it has no obligation to do so.

Two-and-a-half billion. Plus whatever portion of that $39 billion they were given last year. And then there are the pay and severance packages. Lehman Brothers Chairman and CEO Richard Fuld Jr. made $34 million in 2007. He also banked $490 million from selling Lehman stock.

Such is the price of failure.

PREVIOUSLY:

• Here’s $39 Billion in Recognition for Your Hard Work on the Forthcoming Financial Crisis
• Weekend at Bernanke’s II
• Weekend at Bernankes

I am in the market for a new Windows computer, but I prefer the Windows XP operating system, not Vista. I understand Microsoft has now barred the major PC vendors from selling XP systems. Is there a way I can get around this?

If you want a new, brand-name PC that comes pre-loaded with the seven-year-old Windows XP operating system, you can still get one through an odd and circuitous process. Most major PC makers will sell you selected Vista models with an option, which sometimes costs extra, officially called a “downgrade,” but sometimes marketed as an “upgrade” or “bonus.” You may have to hunt through the selections offered by the computer makers to find one that has this XP option.

When you order a PC in this fashion, you are technically buying a Vista machine, and Microsoft counts it as a Vista sale. But the computer company actually loads XP on the new hardware, in place of Vista, before it leaves the factory. In many cases, you also get discs containing Vista, in the event you wish to switch to the newer Vista operating system later.

I was wondering if you could give me some suggestions of a small, light portable radio-type gadget with earbuds that would be good for me while I do athletic activities like riding my bike. I want something that will give me different pre-programmed selections of music, not something that I have to load with music (I don’t remember names of songs). I love my Sirius satellite radio in my car.

My first reaction is to suggest you simply get the portable, small, personal Sirius radio that is meant for carrying on your person. It’s called the Stiletto 2 and costs around $300. Like the one in your car, it does require a subscription, but it is much smaller. I haven’t tested it, but you can get more information at sirius.com.

However, this unit isn’t in the smallest class of portable music players, so another alternative might be to get a very small portable player, which, while it allows you to download music, also has a built-in FM radio. Among these is the smallest Microsoft Zune, called the Zune 4 GB, at about $100, and the Sansa Clip, starting at about $35. Neither requires a subscription fee. Information is at zune.com and sansa.com.

The popular Rhapsody subscription music service is also available on portable players, and offers pre-programmed channels of music. Some of these players also include FM radios. Information on these is at learn.rhapsody.com/devices.

Last week, you said you didn’t know of a dedicated gadget that simply allows people to both send and receive emails. What about the MailBug?

Thanks for reminding me. The MailBug, which I haven’t tested, is a small, text-only terminal for sending and receiving email over a dial-up connection. It costs about $125 and requires a companion email service that is about $100 a year. It’s made by a company called Landel and can be ordered at mailbug.com.

While the device itself can’t send or receive photos or other nontext attachments, account holders with access to a computer can view such attachments via a Web-based version of their email accounts.

You can find Mossberg’s Mailbox, and my other columns, online, free, at the new All Things Digital Web site, http://walt.allthingsd.com.