Zynga just filed a new 8-K regulatory document outlining revised compensation arrangements with its top tier of execs that ups the salary and bonuses, as well as restricted stock units, but ties them more closely to performance and the turnaround of the struggling social gaming company.

That is, except CEO and founder Mark Pincus, whose annual salary has been reduced to $1 and who will not receive any bonus or equity in 2013 — which is not an uncommon move for tech company leaders.

Said Zynga in its filing:

“The Company’s 2013 executive compensation program is designed to focus on two primary objectives: first, retaining and motivating our talented, entrepreneurial executive leadership team; and second, aligning our executive pay structure with company performance-based incentives. We believe that by focusing on both retention and performance, the compensation packages align with our strategy to build long-term value for our stockholders.”

The Section 16 execs impacted include: COO David Ko; general counsel Reggie Davis; Steve Chiang, president of games; Barry Cottle, chief revenue officer; CTO Cadir Lee; and CFO Mark Vranesh.

Interestingly, most of their salaries — which are about double their previous compensation — are now $500,000 for all, except Vranesh and Davis, who will earn $425,000.

Possible bonuses of zero to 200 percent of their cash salary, as well as the same level of stock grants from 970,500 to 1.8 million shares each, are tied to the performance of Zynga games, expanding the network and certain adjusted EBITDA levels. The RSUs vest over four years and nothing will be paid until February of 2014, after performance targets are met.

Zynga, whose stock has largely languished since its IPO in late 2011, has also suffered from a spate of executive turnovers, which has seemed never-ending and has added to Wall Street’s concern. Most recently, CTO Debra Chrapaty resigned to take a CEO job elsewhere; and, this week, the head of Zynga’s New York office and former CEO of OMGPOP, Dan Porter, left after that $180 million acquisition failed to garner the pop it promised.

Due to the many departures, Pincus rejiggered his exec lineup in November, giving the latest team members larger roles and focusing the San Francisco-based group on major areas of opportunity, such as real-money gaming and mobile.

Here’s the whole filing:

Form 8-K

As I noted in a piece last week about the departure of Yahoo Mail head Vivek Sharma for a new job at Disney, the Silicon Valley Internet giant is likely to see a lot more execs unhappy with the new regime of CEO Marissa Mayer take off after annual bonuses start being handed out in March.

Today, it’s James Carroll, SVP of the consumer and global platform group at Yahoo.

In the job, the former Microsoft exec has been in charge of the company’s global R&D centers in China, India and the Middle East and been “responsible for Yahoo’s content, social and membership platforms and the international delivery of all Yahoo! products and services worldwide.” That has included all its efforts at internationalization, international infrastructure development and localization.

Sources said he is leaving to head international at Go Daddy, one of the world’s biggest Web hosting and domain registration companies. Go Daddy is led by former Yahoo product head Blake Irving, who had hired Carroll at Yahoo in 2010.

And, as NBC announced earlier today, editor in chief of Yahoo News, Hillary Frey, has taken a job there as editorial director of news at NBCNews.com, which is undergoing a major refurbishment. She had been at Yahoo since late 2011.

Many more to come, I am told, as execs either decide to depart or Mayer continues to clean house. It’s still unclear who will be taking over these key jobs at Yahoo.

One thing for sure: I don’t expect a comment from Yahoo PR on the changes.

1.) Samsung Galaxy S4: Bigger Display and Bolder Software — But Is It Better Enough?

2.) How Apple Gets All the Good Apps

3.) Telling Employees He Hasn’t “Walked the Talk,” Cisco’s John Chambers Leans In on Women in the Workplace Issue

4.) LinkedIn to Buy Pulse Newsreader for More Than $50M (and here’s what they could do with Pulse)

5.) How One Boring Company Pulled Off the Perfect SXSW Troll

6.) Crowdfunding for a Cause: Nonprofits Can Now Hold Fundraisers on Crowdtilt

7.) IBM Makes a Big Bet on OpenStack in the Cloud

8.) Yahoo CEO Marissa Mayer Gets a Million-Dollar Bonus After Six Months on the Job

9.) Nokia: A Microsoft Surface Phone Could Screw Us

10.) Outbox: Yahoo Mail Head Sharma Leaves Company (Update: And he has now joined Disney’s online parks division)

For more of the week in review, please follow us on Facebook and Twitter.

According to numerous sources, Vivek Sharma, who is GM of the powerful Yahoo Mail and Yahoo Messenger products, has left the company.

It’s not clear where Sharma — who has been at the Silicon Valley Internet giant since 2009 and has worked in a number of areas, including commerce and search — is going or what the reasons are for his departure from Yahoo.

Some sources said he clashed with CEO Marissa Mayer, who has been involved in the recent overhaul of one of Yahoo’s key consumer products, due in part to recent issues related to email vulnerability and other issues. But others said he simply wanted to move on and has a new job lined up already.

There are several other top Yahoo execs who are likely to go in the coming weeks, especially given many bonuses are awarded this month. Mayer has also been looking over her top management and wider workforce and culling it, sometimes in ways that attract national controversy and even a lawsuit.

Keeping talent and finding new blood has been an issue for the fledgling CEO. As I have previously reported, as well as others in more detail this week, she is approving all new hires herself and has put in place more stringent hiring standards at Yahoo.

Sources said she has been trying to convince a top product exec at Google to essentially replace Shashi Seth — with whom she parted ways in January — who would oversee Mail, Answers, Messenger, the homepage and possibly the media group.

In addition, her COO Henrique De Castro has a search out for a new head of the key Americas unit to man its important sales division and more in the U.S. market.

In other words, a lot of empty desks that need filling.

I have an email in for comment into Yahoo, but you know how that goes (FYI: It doesn’t).

And here’s something else to calm your nerves: Our Top 10 stories from the week of Mar. 4:

1.) White House: It’s Time to Legalize Cellphone Unlocking

2.) Yahoo CEO Marissa Mayer Gets a Million-Dollar Bonus After Six Months on the Job

3.) YouTube’s Show-Me-the-Money Problem

4.) IBM Makes a Big Bet on OpenStack in the Cloud

5.) What Could Apple Buy With Its $137 Billion? About 18 Homes Each for Every Yahoo to Not Work At, and More!

6.) Former Top Yahoo Ad Exec Sues Yahoo, Accusing It of Trying to “Cheat” Him Over Acquisition Compensation

7.) Heads Turn as Microsoft Shows Off 3-D Scanning Techniques

8.) Loose Lips: Yahoo M&A Head Told Employees Company Looking at Two “Significant” and a Half-Dozen Small Buys

9.) The Disappearing Interface

10.) Why Google Thinks Two Music Subscription Services Are Better Than None

For more of the week in review, you should follow us on Facebook and Twitter.

According to a regulatory filing by Yahoo, its CEO Marissa Mayer got a $1.12 million bonus, as part of a compensation package she got when she came to the Silicon Valley Internet giant.

It was based on serving a half of a year. But, as has been previously reported, Mayer has an annual salary of $1 million, and is eligible for a $2 million annual bonus, based on meeting certain performance goals set by its board.

In addition, she has gotten numerous stock and options compensation, worth $56 million, including $14 million to make up for the loss of earnings when she left Google, where she was a top exec for many years. There are also other possible bonuses, depending on results.

The million-dollar payment is probably considered pretty much a bargain by investors, since the shares of Yahoo have risen close to 50 percent since she arrived. That’s been based largely on hopes that Mayer can turn the company around, and on the actual stellar performance of its Alibaba Group stake in China.

CFO Ken Goldman, who joined in October, was not eligible for a bonus in 2012, but was awarded a discretionary one of $100,000 nonetheless. He is also eligible for a 90 percent bonus in 2013, based on a $600,000 annual salary.

Here’s Yahoo’s 8-K filing, which also includes details of Mayer’s severance agreement:

SEC-YHOO-1193125-13-94121 –

According to sources, two high-ranking Yahoo execs have departed the company — longtime strategy exec Raymond Stern and advertising exec Liz Ritzcovan.

Stern — whose recent Yahoo title has been SVP of business development and partnerships — was hired at the Silicon Valley Internet giant in 2009, and has held a number of jobs in areas such as business development, audience, mobile and local. Ritzcovan has been at the company since early 2011, most currently as a VP of marketing solutions.

Meanwhile, SVP of advertising and data platforms Scott Burke has been elevated to the executive staff, reporting directly to CEO Marissa Mayer. Sources said Mayer has put him in charge of all ad tech platforms in a continuing product overhaul at Yahoo.

As March approaches — a time when stock options and bonus payments come due — insiders at Yahoo said to expect a lot of such talent movement within the company. Sources also noted that Mayer has been working hard to bring in new execs from outside Yahoo, but has been having a harder time than she expected recruiting high-level talent.

Michael Katz, one of Yahoo’s high-ranking online advertising execs, is leaving the company, according to a memo he sent out to staff on Friday.

Considered a savvy online ad player and a well-regarded entrepreneur, Katz came to the Silicon Valley Internet giant a year ago when it bought Interclick, the ad-targeting company he co-founded and headed, for $270 million.

Yahoo later used Interclick’s technology in its audience-buying platform called Genome. In a reorganization announced in January, Katz was placed in charge of sales operations and data and performance optimization for Genome.

The data unit is at the center of efforts by Yahoo’s new CEO Marissa Mayer to turbocharge its ad business.

But the Katz missive, which is below in its entirety, clearly signaled that his departure was not an amicable one, which sources underscored was part of a larger rejiggering of the ad sales staff under new COO Henrique De Castro.

“As some of you are starting to learn, my last day with the company will be today,” wrote Katz on Friday. “Leaving Y! is not the hard part — how it happened and leaving all of you is what makes this difficult.”

How it happened, said several sources, was that Katz was suddenly told by HR head Jackie Reses last week that there was not a place for him, only days before a large 12-month retention bonus was to be paid out to him for the Interclick acquisition.

While it is an unusual thing to part on willfully difficult terms with an entrepreneur, as it sends a bad signal to others considering joining the company, Yahoo’s new leadership has been playing hardball with a lot of top execs it is parting ways with, and is also limiting departure packages.

Former marketing head Mollie Spillman, for example, was suddenly let go after she was replaced by former Lockerz CEO Kathy Savitt. And, though he had wanted to leave, former CFO Tim Morse was also told of his replacement in a swift exec house-cleaning move, as was former HR head David Windley.

Of course, such moves are not unusual when a new set of leaders enters the corporate picture. That’s why many at Yahoo expect even more changes to come soon in the ad unit, with most assuming that Mayer and De Castro will bring in new staff they had previously worked with at Google.

Currently, top Yahoo ad execs include Peter Foster, GM of audience advertising at Yahoo; and Mark Ellis, VP of North American sales and global partnerships.

It will be interesting to see what happens to them and others as part of a large ad reorg at Yahoo now taking place, which will definitely include a variety of departures and arrivals. One recent notable Yahoo ad exec departure, for example, was Debbie Menin, who headed entertainment and travel sales strategy, and is now a top sales exec at hot video entertainment network Machinima.

More will come in the new year, given that De Castro has recently briefed employees on a plan to move its sales organization to a “category” model. Simply put, that means its sales reps will sell all of Yahoo’s ad products, as well as its search offerings, in a vertical process organized around advertiser segments.

That massive shift is not Katz’s to worry about anymore, it seems. Here’s his entire email to staff, which is a pretty eloquent one, as goodbye letters go:

Friends and Colleagues,

6 years ago if someone would have told me that the hardest part about building a business would be to one day say goodbye, I would not have believed them. As some of you are starting to learn, my last day with the company will be today. Leaving Y! is not the hard part — how it happened and leaving all of you is what makes this difficult. I will miss the daily interactions and will take with me the many memories. This has honestly been so much fun.

I have learned a lot along the way:

Sometimes winning looks like losing. If you don’t fail, you can’t progress and the stakes only get bigger as you go further down your path.

Be genuinely happy for those that are successful at reaching their goals. If you spend anytime wishing it were you, it will never be.

Stay humble, and never declare victory.

Approximately correct is better than definitely wrong. Do not let perfection be the enemy of excellence.

We are all human — we may make mistakes, we must forgive, forget, and move on together.

Treating people right is not an option.

Treat adults like adults and they will behave like adults. Rules are for children.

People and culture are everything. It’s about so much more than free food and parties, it cannot be forced and without it a business cannot succeed.

I consider myself so very lucky to have known a handful of loyal friends that took a chance, quit their jobs and risked a lot to build this business with me. Their loyalty and hard work helped interclick get off the ground and for that I will forever be grateful. The team they helped to build has truly made this the greatest place to work. Each and every one of you made interclick the very best company to work for.

I would like to leave you all with a reminder of what together we built:

– A company that started with $27,000 and sold for $270,000,000

– A company that redefined the way that marketers think about audience targeting and data

– A company that went public in 2009 on NASDAQ defying all odds

– A company that spit in the face of adversity early in 2011 and came out victorious

– A company whose people are the future of this organization.

So be proud of what together we achieved, look back and know you were part of something big. Then look ahead and know that this is just the beginning, we will all one day build again. For those of you that continue your career at Y!, I ask that you don’t lose sight of greatness. Remember what you are capable of and continue to make me proud.

Thank you for your loyalty, passion, dedication, and collaboration. The finish line is only the beginning of a new race.

-MK

Yahoo said today in a regulatory filing that it had hired one of Google’s top sales execs, Henrique De Castro, as its COO.

Earlier today, I had reported that CEO Marissa Mayer had been close to nabbing the advertising exec, who has most recently been Google’s president of partners business solutions.

De Castro is getting a pile of money for taking the job, including a $600,000 yearly base salary and an annual bonus that could double that figure. In addition, the Silicon Valley Internet giant will give him $36 million in stock grants, including a one-time retention equity award of $18 million and $18 million in the form of performance-based stock options.

He is also getting $1 million in “make-whole” cash for forgoing compensation from Google and $20 million in stock to replace his shares at the search giant that will vest over four years.

That is a very big check, although Mayer garnered an even bigger one when she joined the company in July.

Yahoo’s regulatory statement on the De Castro hiring is embedded below in its entirety, so you can read about his new riches for yourself (unless Yahoo’s persnickety legal head tries to block it).

Said a Google spokesperson about the departure: “We’re grateful to Henrique for all of his contributions at Google and wish him all the best in his new role at Yahoo!”

Both Mayer and also former Yahoo CEO Scott Thompson have made previous overtures to nab De Castro, who has held a number of high-level jobs for Google across the globe, including at DoubleClick, in display ads and with major partners.

While he had previously rebuffed those efforts, this time De Castro bit.

There were signs he might this past week, after De Castro canceled a major offsite for his employees, and several attendees who know him well said he was not present at the company’s first night of its annual Zeitgeist event for advertising and publishing clients. The suave De Castro is usually a more noticeable fixture at such gatherings.

This is Mayer’s first big hire at Yahoo, having added only lower-level or less well-known execs to her stable of talent since she was appointed.

She touted the hire in a tweet, although the news was long out the door, while also noting on Twitter it was her first full day at the office since having her first baby two weeks ago.

My first full day back in the office, and I’m excited to kick it off by announcing my new COO, Henrique de Castro: businesswire.com/news/home/2012…

— marissamayer (@marissamayer) October 15, 2012

The hiring does create a potential issue in the sales arena, especially with current head of revenue Michael Barrett. De Castro and Barrett worked together at Google and multiple sources said the pair did not get along there.

It might not matter. While Barrett has publicly said he planned to stay at Yahoo under Mayer — he was hired by interim CEO Ross Levinson this summer before she arrived — many sources said he does not want to be at the company for the long term.

De Castro has a lot of work to do for the big payout he is getting and it will be a big challenge for him to turn around the troubled organization.

Along with declining growth, search market share, engagement and more, Yahoo also has had a management turnover issue of epic proportions.

De Castro will presumably be in charge of making it all better at Yahoo when he arrives sometime before the beginning of the year and is likely to focus on operations while Mayer zeroes in on products.

One area of trouble: While she has lavished attention on cultural issues and on the company’s tech troops, sources said most of the advertising and media leadership at Yahoo have had little interaction with Mayer since she arrived this summer.

Advertising, of course, is Yahoo’s biggest money maker.

The Portugal-born De Castro has a lot of experience here and is decidedly more of a charmer than Mayer.

More importantly, he is a very high-profile hire, as well as a colorful one. He speaks a menu of languages, dresses with a lot of style and is a worldwide traveler. I know him a little bit and find him to be smooth and confident, even if a little cagey.

Before Google, De Castro worked at Dell and also McKinsey.

All this makes him a perfect choice for Mayer, who is also a former Googler, since she has been considering purchasing a range of companies in the advertising tech space. The most likely candidate of late is PubMatic, which has been in early talks with Yahoo about being acquired.

The Silicon Valley start-up would be a solid add to Yahoo’s ad platform offerings, especially if it wants to stay competitive with Google. PubMatic helps publishers effectively manage their display ad inventory, and competes with Google’s AdMeld.

(Ironically, Barrett ran that start-up, which he sold to Google for $400 million about a year ago.)

Here is the De Castro hiring document from Yahoo:

YHOO-20121015-8K-20121015

And here is the official press release from Yahoo:

Henrique de Castro Named Chief Operating Officer of Yahoo!

October 15, 2012

SUNNYVALE, Calif. – Yahoo! Inc. (NASDAQ: YHOO) announced today that Henrique de Castro has been hired as chief operating officer (COO). Reporting directly to Yahoo! CEO Marissa Mayer, de Castro will be responsible for strategic and operational management of Yahoo!’s sales, operations, media and business development worldwide.

“Henrique is an incredibly accomplished and rigorous business leader, and I’m personally excited to have him join Yahoo!’s strong leadership team,” said Marissa Mayer, CEO of Yahoo!. “His operational experience in Internet advertising and his proven success in structuring and scaling global organizations make him the perfect fit for Yahoo! as we propel the business to its next phase of growth.”

“The combination of Yahoo!’s unique properties with high quality content, its renewed focus on outstanding user experience and its massive reach bring tremendous value to users, advertisers and partners,” said de Castro. “This is a pivotal point in Yahoo!’s history, and I believe strongly in the opportunity ahead. I can’t wait to join Marissa and the team and get started.”

De Castro brings more than 20 years experience leading operations, strategy, partner management and revenue generation for some of the world’s leading brands. Most recently, he was vice president of Google’s worldwide Partner Business Solutions group, where he was responsible for advertising platforms and services for Google’s publisher and commerce partners. Prior to that, he led Google’s media, mobile and platforms organization, where he helped to grow the business significantly. Prior to Google, de Castro spent two years at Dell Corporation, where he managed sales and business development operations across Western Europe. He has consulted for McKinsey & Company, where he advised numerous clients across many different industries. His career also includes senior positions in private equity and advertising businesses.

De Castro will join the company on or before January 22, 2013, or as soon as he has satisfied his obligations to his current employer.

Asa Mathat / AllThingsD.com

The filing shows that while Ellison took a token $1 salary, his combined compensation from stock options and other items for the year jumped by 24 percent year on year to north of $96 million from $77.6 million in 2011. Ellison’s compensation package included about $90 million worth of stock options, an $8.4 million $3.9 million incentive payment that was only half one-quarter as large as the maximum allowed under the bonus plan, and a $1.5 million payment for security at his home. Most of the increase can be attributed to the value of the options for 7 million shares that Ellison received. He received the same amount of options last year, and they’re simply worth more this year.

Ellison, the company’s founder, who has run it since 1977, already owns more than 23 percent of the outstanding equity in Oracle, amounting to more than 1.1 billion shares. As of Friday’s closing price, his stake in the company is worth more than $37 billion.

Catz, Oracle’s president and CFO, received a 23 percent raise in total compensation. Oracle reported her combined compensation in salary, stock options and other payments as $51.7 million, up from $42.1 million the year before, including options awards worth more than $48.3 million, and an annual base salary of $950,000. She owns a stake in the company amounting to more than 23.5 million shares, which, as of Friday’s closing price, is worth more than $763 million.

Hurd, who joined the company in 2010 after leaving Hewlett-Packard, where he was CEO, saw his total compensation for the year drop to $51.7 million from $78.4 million the year before. The decrease is because of a big one-time bonus in stock-option grants that Oracle gave him when he joined. His base salary is equal to Catz’s, at $950,000, and also included $48.3 million worth of stock options. Hurd owns 5.4 million shares in the company, which, as of Friday, was worth north of $176 million.

Hurd and Catz also each received a $2.4 million incentive payment out of a possible $10.4 million.

The compensation was for Oracle’s fiscal year 2012, which ended May 31, a period during which the company’s share price fell by 19.5 percent, annual revenue rose by 4.2 percent, and net profits rose by 16.8 percent.

Yahoo revealed in a regulatory filing that it could be paying its new CEO Marissa Mayer a total of close to $60 million to turn the company around.

The mega-sum includes salary, equity grants, stock options, a make-whole payment for the Google shares she left behind and, perhaps most remarkably, a $30 million one-time retention award.

The amount, which is a whole lot more than what the last two Yahoo CEOs — Carol Bartz and Scott Thompson — were paid is, um, rather large.

One Yahoo board member had characterized the pay package to me as “big, big bucks,” as I reported earlier today.

I would say so!

(Side note: Mayer is already extraordinarily wealthy from her stint at Google, where she was its 20th employee.)

Here’s the breakdown of the largely performance-based compensation:

The salary amount is typical at $1 million, with an annual bonus of up to 200 percent of the base salary, which is $2 million. But, according to Yahoo’s employment letter, she could also get up to a 400 percent bonus, dependent on exceeding targets, which is $4 million.

Mayer also gets an equity award for 2012 of $12 million in stock ($6 million) and options ($6 million) that vests over three years. (She could get another similar grant annually, but I did not include that in the overall number, which is $12 million annually or more if she exceeds targets.)

The really big number is a huge up-front, one-time retention award, vesting over five years, of $15 million in stock and $15 million in options.

Finally, there is a make-whole payment of $14 million for the stock she left behind at Google.

Overall, that means about $5.4 million for the rest of this year and could add up to $20 million each year to come.

The pay package was hotly debated by the board as to whether the high-profile exec was worth the huge amount.

While Mayer is considered a talented techie, a very strong decision maker and adept at product innovation, some of the board’s directors raised concerns about her and paying so much to retain her.

One issue: She had been notably passed over by Google CEO Larry Page for one of the major unit jobs in his reorganization of the company, while others in her peer group had been promoted.

That said, since such company ups and downs happen all the time, others argued that Mayer was just the kind of disruptive agent of change that Yahoo needs, especially because she could inspire its engineers and also attract much needed talent.

The enormous compensation was pushed through, said several sources, by Dan Loeb, the one-time activist shareholder who now appears to be the puppet master of the Yahoo board. He owns about six percent of the Silicon Valley Internet giant.

(Another side note: Multiple sources tell me that Loeb has been making calls to all kinds of Internet figures this week, looking for high-fives for his landing of Mayer, a hiring that was largely engineered by him.)

Her appointment has surely garnered a lot of attention for Yahoo, with massive media coverage of the dynamic young exec. Some of the coverage has focused on her being a woman and also on the fact that she is currently pregnant.

But much of it is focused on how Yahoo — a deeply troubled company that has been trying to revive itself for many years now without success and with a lot of management mishegas — has been able to attract such a high-profile and impressive-resumed leader to goose both its products and its stock.

Let’s hope Mayer can do just that, because Yahoo is surely paying up big-time for the privilege.

Please take a gander here at the filing, directly from the Department of the Internet Rich Get Richer:

YHOO-20120719-8K-20120715

Please see this disclosure related to me and Google.

As I reported earlier today, former Yahoo Scott Thompson left the Silicon Valley Internet giant with no severance.

The reason for the agreement was that the company was claiming “cause” for the parting, due to a fake computer science degree on his resume, as well as other issues that were raised from the controversy.

Yahoo said in filing today:

“Yahoo! and Mr. Thompson agreed to terminate all other agreements between them, including Mr. Thompson’s offer letter, all outstanding but not fully vested equity awards and Yahoo!’s other plans and arrangements for the benefit of employees, with no severance compensation.”

The former president of eBay’s PayPal payments unit will get “Make-Whole” cash bonus and already vested restricted stock units related to him leaving that job in January to become the CEO of Yahoo.

That totals about $7 million.

Here is the pertinent part of its just-filed document:

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) Resignation of Chief Executive Officer

Effective May 12, 2012, Scott Thompson resigned as Yahoo!’s Chief Executive Officer and President, as a member of the Board, and from all other positions with Yahoo!. Yahoo! entered into a separation agreement, dated May 12, 2012 (the “Separation Agreement”), with Mr. Thompson to memorialize the parties’ mutual desire to separate employment. The Separation Agreement provides, among other things:

• Mr. Thompson resigned from his position as Yahoo!’s Chief Executive Officer and all other positions he had with Yahoo!’s subsidiaries and affiliates, including as a director of Yahoo!.

• Yahoo! and Mr. Thompson agreed to terminate all other agreements between them, including Mr. Thompson’s offer letter, all outstanding but not fully vested equity awards and Yahoo!’s other plans and arrangements for the benefit of employees, with no severance compensation. However, in accordance with the terms of his offer letter, Mr. Thompson retained the make-whole cash bonus previously paid to him under his offer letter and the make-whole restricted stock units that had been granted to him pursuant to his offer letter and that had already vested.

• The parties reiterated their obligations with regard to disparagement under Mr. Thompson’s offer letter, providing that Mr. Thompson not knowingly disparage Yahoo! or its officers, directors, employees or agents in any manner likely to be harmful to their respective business, business reputation or personal reputation, and that Yahoo! instruct its Chairman, certain employees and executive officers not to knowingly disparage Mr. Thompson in any manner likely to be harmful to his business, business reputation or personal reputation other than in the good-faith performance of their duties to Yahoo! or in connection with their fiduciary duties to Yahoo! and applicable law.

• Yahoo! and Mr. Thompson agreed to a mutual release of claims related to Mr. Thompson’s employment and other relationships with, and the termination of Mr. Thompson’s employment and other relationships with, Yahoo! and Yahoo!’s affiliates, provided, that such release by Yahoo! does not apply to any liability arising out of any intentional and wrongful act by Mr. Thompson.

• Certain of Mr. Thompson’s obligations, such as those in relation to intellectual property and confidentiality, remained in effect.

The foregoing summary of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation Agreement, which is attached as Exhibit 99.02 and incorporated herein by reference.

And here is the full separation agreement:

SEPARATION AGREEMENT

This Separation Agreement (this “Agreement”) memorializes the parties’ mutual desire to separate, leading to the termination of employment with Yahoo! Inc. (“Yahoo!” or the “Company”).

1. Separation. Your last day of work with the Company and your employment termination date was May 12, 2012 (the “Separation Date”). To the extent you have not previously done so as of the Separation Date, you hereby resign from your position as the Chief Executive Officer of the Company and from any and all offices you have with the Company’s subsidiaries and/or affiliates, including the Company’s Board of Directors or any fiduciary or other committee with respect to any benefit plan of the Company or any of the Company’s subsidiaries and/or affiliates. You shall execute such additional documents as requested by the Company to evidence the foregoing. After the Separation Date, you shall not represent yourself as being an officer, director or employee of the Company or a fiduciary of any such benefit plan for any purpose.

2. Accrued Amounts. Yahoo! will pay you all Accrued Amounts (as defined below), subject to payroll deductions and required withholdings. You are entitled to these payments regardless of whether or not you sign this Agreement. Accrued Amounts means any accrued but unpaid base salary through date of termination paid in accordance with normal payroll practices, unreimbursed business expenses incurred prior to the date of termination paid in accordance with Company policies, and accrued but unused vacation time through the date of termination due in accordance with Company plans and policies. With respect to reimbursement for business expenses incurred prior to termination of your employment, you agree that, within thirty (30) days following the Separation Date, you will submit your final expense reimbursement statement and required documentation reflecting all business expenses you incurred through the Separation Date, if any, for which you seek reimbursement. For a copy of the Yahoo! expense form, please email payroll-perations@yahoo-inc.com. You should submit completed expense reports and receipts to the Expense Report Department at Yahoo!, 701 First Avenue, Sunnyvale, California 94089.

3. Consideration for this Agreement. Except as provided in Section 9 below, you and Yahoo! mutually agree to terminate any and all other contracts or agreements, including but not limited to the Offer Letter, and rights under all pension, welfare, equity and fringe plans, programs, awards, arrangements, and payroll practices; provided, however, that nothing in the Agreement requires you to repay or return to Yahoo! the Make-Whole Cash Bonus previously paid to you and the Make-Whole Restricted Stock Units that already have vested. Therefore, except as provided in this Agreement, this Separation Agreement supersedes and supplants any and all rights, claims, benefits and defenses you or the Company would otherwise enjoy or be entitled to assert pursuant to your Offer Letter or any other document previously executed relating to your employment with the Company.

4. Tax Matters.

a. Withholding. Yahoo! will withhold required federal, state and local taxes from any and all payments of the Accrued Amounts and make all tax reporting it determines it should make based on this Agreement.

b. Responsibility for Taxes. Other than Yahoo!’s obligation and right to withhold federal, state and local taxes and to pay the employer portion of FICA and FUTA, you will be responsible for any and all taxes, interest, and penalties that may be imposed with respect to the payments previously made or contemplated by this Agreement (including, but not limited to, those imposed under Internal Revenue
Code Section 409A).

5. Health Care Coverage. Nothing in this Agreement affects your right to timely elect and purchase at your own expense healthcare coverage under COBRA as provided by law.

6. Invention and Assignment to Yahoo!. You agree to perform promptly, all acts deemed necessary or desirable by Yahoo! to permit and assist it, at its expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in all intellectual property assigned to Yahoo! pursuant to your Employee Confidentiality and Assignment of Inventions Agreement(s) or similar agreement(s) including, but not limited to, disclosing information, executing documents and providing reasonable assistance or cooperation in legal proceedings.

7. Return of Company Property. Promptly after the Separation Date, you agree to return to Yahoo! all hard copy and electronic documents (and all copies thereof) and other property belonging to Yahoo!, its subsidiaries and/or affiliates that you have had in your possession at any time, including, but not limited to, files, notes, notebooks, correspondence, memoranda, agreements, drawings, records, business plans, forecasts, financial information, specifications, computer-recorded information, tangible property (including, but not limited to, computers, PDAs, pagers, telephones, credit cards, entry cards, identification badges and keys), and any materials of any kind that contain or embody any proprietary or confidential information of the Company, its subsidiaries or affiliates (and all reproductions thereof in whole or in part). If you discover after the Separation Date that you have retained any proprietary or confidential information (including, but not limited to, proprietary or confidential information contained in any electronic documents or e-mail systems in your possession or control), you agree immediately upon discovery to send an email to IPQuestionsSeparations@yahoo-inc.com and inform Yahoo! of the nature and location of the proprietary or confidential information that you have retained so that Yahoo! may arrange to remove, recover, and/or collect such information.

8. Ongoing Obligations.

a. Intellectual Property and Proprietary Information. You acknowledge your continuing obligations under your Employee Confidentiality and Assignment of Inventions Agreement(s), the Offer Letter or any other agreement(s) signed thereafter containing restrictive covenants (collectively “NDAs”), including your obligation not to use or disclose any confidential or proprietary information of the Company, its subsidiaries or affiliated entities, not to solicit Yahoo! employees and, to the extent permitted by applicable law, not to solicit customers and not to compete with the Company, its subsidiaries or affiliated entities while you are employed, as specified in your NDAs. If you would like a copy of your signed NDAs, please contact David Windley at (408) 349-8449.

b. Nondisparagement. You agree, for five years after your employment with the Company terminates, not to knowingly disparage the Company or its officers, directors, employees or agents in any manner likely to be harmful to it or them or its or their business, business reputation or personal reputation. The foregoing shall not be violated by statements that are truthful, complete and made in good faith in required responses to legal process or governmental inquiry. You agree that any breach of this nondisparagement provision shall be a material breach of this Agreement. The Company will instruct its Chairman, the chief Yahoos, and the named executive officers of the Company, other than in the good-faith performance of their duties to the Company or in connection with their fiduciary duties to the Company and applicable law, for a period of five years following your employment has terminated, not to knowingly disparage you in any manner likely to be harmful to you or your business reputation or personal reputation. The foregoing shall not be violated by statements which are truthful, complete, and made in good faith in required response to legal process or governmental inquiry.

9. Release of Claims. In consideration for, and as a condition of the payments and benefits provided to you pursuant to this Agreement, you hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively “Released Party”) from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign this Agreement and which arise out of or are in any way related to your employment or other relationship, or termination of such employment or other relationship, with the Company or any of the Company’s subsidiaries and/or affiliates, including but not limited to: (1) all claims related to your compensation or benefits from the Company, including wages, salary, bonuses, commissions, vacation pay, expense reimbursements (to the extent permitted by applicable law), severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (2) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (3) all tort claims, including without limitation claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (4) all federal, state, and local statutory claims, including without limitation claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker Adjustment and Retraining Notification Act (as amended) and similar laws in other jurisdictions, the Employee Retirement Income Security Act of 1974 (as amended), the Family and Medical Leave Act of 1993, and the California Fair Employment and Housing Act (as amended) and similar laws in other jurisdictions; provided, however, that nothing herein shall (i) release the Company from any claims arising from or by reason of any breach by the Company of this Agreement; or (ii) interfere with your rights, if any, to indemnification or director’s and officer’s liability insurance coverage provided to you by any agreement with the Company or any provision or any By-Law of the Company or application of law. To the maximum extent permitted by law, you also promise never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or under any other unfair competition law of any jurisdiction. If, notwithstanding the above, you are awarded any money or other relief under such a claim, you hereby assign the money or other relief to the Company. Your waiver and release specified in this paragraph do not apply to any rights or claims that may arise after the date you sign this Agreement.

This Agreement includes a release of claims of discrimination or retaliation on the basis of workers’ compensation status, but does not include workers’ compensation claims. Excluded from this Agreement are any claims which by law cannot be waived in a private agreement between employer and employee. You have the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency, however, you waive any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on your behalf. The Company releases you from all claims to the same extent that you release it, and nothing in this Agreement shall be deemed to apply to any liability arising out of any intentional and wrongful act by you.

10. Representations.

a. You acknowledge and agree that you have not been denied any rights including, but not limited to, rights to a leave or reinstatement from a leave under the Family and Medical Leave Act of 1993, the Uniformed Services Employment and Reemployment Rights Act of 1994, or any similar law of any jurisdiction. You represent that your age was not the basis for any Company decision or action affecting you, and acknowledge that the Company relied on that representation in entering into this Agreement.

b. You acknowledge and agree that the benefits provided under this Agreement are in full discharge of any and all liabilities and obligations of the Company and/or any of the Company’s subsidiaries and/or affiliates to you, monetarily or otherwise, including but not limited to any and all obligations arising under the Offer Letter and any other alleged written or oral employment or consulting agreement, policy, plan or procedure of the Company and/or any alleged understanding or arrangement between you and the Company and/or any of the Company’s subsidiaries and/or affiliates.

c. You acknowledge and agree that by virtue of the foregoing Release, you have waived any relief available to you (including without limitation, monetary damages, equitable relief and reinstatement) under any of the claims and/or causes of action waived in this Agreement. Therefore, you agree that you will not accept any award or settlement from any source or proceeding (including but not limited to any proceeding brought by any other person or by any government agency) with respect to any claim or right waived in this Agreement.

11. Release of Unknown Claims. You and the Company acknowledge having read and understanding Section 1542 of the California Civil Code: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” You and the Company hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to the release of any unknown or unsuspected claims.

12. Miscellaneous. This Agreement constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of Yahoo!. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified by the court so as to be rendered enforceable. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of California without regard to the principles of conflicts of law.

13. No Admission; Rules of Construction.

a. This Agreement is not intended, and shall not be construed, as an admission that any Released Party has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever against you.

b. Should any provision of this Agreement require interpretation or construction, it is agreed by the parties that the entity interpreting or construing this Agreement shall not apply a presumption against one party by reason of the rule of construction that a document is to be construed more strictly against the party who prepared the document.

14. Counterparts: This Agreement may be signed in counterparts, each of which shall be an original with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of copies of an executed document shall be deemed a valid delivery of an executed Agreement.

If this Agreement is acceptable to you, please sign below on or after the Separation Date and return the original to David Windley at 701 First Avenue, Sunnyvale, California 94089.

I wish you good luck in your future endeavors.

Sincerely,

YAHOO ! INC .
By: /s/ Michael J. Callahan
Michael J. Callahan
Executive Vice President, General Counsel and
Secretary

AGREED AND VOLUNTARILY EXECUTED:
/s/ Scott Thompson
5/12/2012
Date
cc: Personnel File

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Turns out it cost CEO Randall Stephenson, as well — $2.08 million in bonuses.

In a new filing with the SEC, AT&T’s board called Stephenson out for the collapse of what would have been a $39 billion merger between the nation’s second-largest and fourth-largest mobile phone operators.

“Although costs incurred in large merger transactions (such as T-Mobile) are to be excluded in calculating final performance attainment, the Committee determined to include the T-Mobile transaction costs in determining payouts for all outstanding executive officer performance share awards, resulting in reduced final award payouts for performance shares with a 2009-2011 performance period,” the board explained in the filing.

And then it took the scalpel to Stephenson’s incentive pay, slashing his short-term bonus to approximately $1,260,000 — a 25 percent cut — and his stock award to about $820,000 — a 6 percent reduction.

End result: A nasty $2 million pay cut that helped drop Stephenson’s total compensation for the year to $22 million, a 19 percent decline from the $27.3 million he received in 2010.

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