There is at least one thing that the powers-that-be at Las Vegas Sands Corp. (LVS) aren’t willing to gamble on – the continued employment of Robert G. Goldstein, an Executive Vice President and the President of its Global Gaming Operations.

Goldstein has been with the company for a long time. His biography in the April, 2012 proxy discloses that he joined Las Vegas Sands in December, 1995, although he worked as the Executive Vice President of Marketing at the Sands Hotel in Atlantic City for three years prior to that.

Along with the 10-Q that the company filed last week, it attached an Exhibit – a letter to Goldstein dated March 1, 2012 – which set out his “Terms of Continued Employment.” Goldstein’s most recent employment agreement was just inked in January of 2011, and it wasn’t set to expire until December 31, 2012. The new letter from March extends the term of his employment to December 31, 2015 and makes a couple of important modifications.

The most significant new term is that the company agreed to give Goldstein 375,000 restricted shares of stock. So long as the executive stays with Las Vegas Sands through the end of 2015, the letter promises that his equity award will vest 20% on December 31, 2013; 20% on December 31, 2014; and the remaining 60% on December 31, 2015. Obviously it’s premature to guess what this award will be worth to Goldstein by the time it fully vests in 3-1/2 years; however, at today’s stock price – even after a month-long slide that hammered the trading price by more than 17% – the award would be worth more than $18.55 million.

The other modification ensures that Goldstein will be flying high in style as he jets to Macao and wherever else he needs to go to keep the Global Gaming Operations division in winning condition. The letter states:

“You shall be entitled to travel First Class on all Company business trips during the Term. In addition, you can utilize aircraft of the Company or of its affiliates to/from Los Angeles or San Francisco in connecting to/from commercial airlines to/from Asia for business.”

This isn’t the first time that Las Vegas Sands has given Goldstein a document that renews the “Terms of His Continued Employment.” In addition to the 2011 letter agreement referred to above, we reported on an earlier extension in 2009. But the new letter agreement raises the stakes: Whereas the 2011 letter gave Goldstein 125,000 shares of restricted stock which will vest at the end of 2012, the new agreement triples that amount but also requires him to stay longer for the shares to vest.

It’s likely that the company wants to keep its seasoned veteran happy enough that he won’t jump ship since there’s so much riding on the prospect of striking it rich in lucrative casino markets such as Macao. (An article last month reported that gamblers in Macao spent $33.5 billion last year; by contrast, those in Las Vegas “only” spent $6 billion.) With so many millions to be gained just by staying put, we’d say that Goldstein’s prospects look pretty good, too.

Image source: Two dice for craps gambling game, via Shutterstock

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There’s plenty of news on the pay, performance and corporate governance front out there today, what with JPMorgan Chase’s (JPM) annual meeting, the recent departure of Yahoo’s (YHOO) embattled chief executive, and more. Those are getting plenty of attention — and, honestly, we didn’t see a lot in recent JPMorgan and Yahoo filings that hasn’t been covered pretty thoroughly already. But big news days can let other interesting but less momentous details slip through the cracks, so we thought we’d check in with a footnoted frequent flier.

Krispy Kreme Donuts (KKD) filed its proxy last week, and as usual, there were plenty of doughnuts to go around.

Chairman and CEO James H. Morgan got a $325,000 raise, almost half in cash — a 5% raise in salary, a 35% increase in option awards, and a 14% higher bonus. Once again this year, Morgan got a “cash ‘executive allowance’ paid at the rate of $2,000 per month…” We like how they put the term “executive allowance” in quotes — though we’re not sure if it’s a nod to the overuse of quotes on many a donut-shop sign, or if maybe they share our skepticism about the merits of executive “allowances” (which strike us as just so much more cash). Here’s how the proxy describes that allowance elsewhere:

“Mr. Morgan’s executive allowance is in lieu of perquisites and other personal benefits typically afforded to Chief Executive Officers at other public companies, such as company-provided cars, annual physical examinations, and financial planning services. The Compensation Committee feels that the provision of an executive allowance permits the Company to attract and retain key talent in the Chief Executive Officer position while at the same time controlling costs.”

We don’t quite get that controlling costs bit — it’s as if not giving him an allowance would give him free rein to cut loose with the company credit card, instead of, you know, making him pay for perks out of his own pocket. In any case, here’s a fun fact: That $24,000 allowance would buy about 4,000 dozen donuts, or more than a day and a half of production at a smaller Krispy Kreme store, assuming the assembly line runs full tilt around the clock.

Company directors averaged more than $300,000 apiece — steep for a company of Krispy Kreme’s size, just shy of $440 million in market-cap. That amount includes $1,200 apiece for what at first seems like a trivial expense — “fees paid at the rate of $300 per quarter for miscellaneous expenses” — except that the company notes that it already reimburses executives

“for travel and other expenses incurred to attend meetings of the Board of Directors and its committees, continuing education courses applicable to his or her role as a member of our Board of Directors and its committees, and such other meetings as requested by the Company…”

In other words, that $1,200 — like Morgan’s allowance — is just lagniappe, more freebies of the sort we’ve come to expect from Krispy Kreme, at least when it comes to its officers and directors. (Fun fact addendum: $1,200 buys 200 dozen donuts at $6 a box, or maybe two hours’ production at a smaller store, though your local outlet may have different prices.)

Sadly, we expect Krispy Kreme shareholders have a slightly different perspective. The company’s shares are trailing the S&P 500 so far this year, and badly trailed the restaurant industry last year on a total-return basis (as well as over trailing 1-, 3-, 5-, and 10-year periods).

Investors might have been better off just enjoying the donuts.

Image source: glazed donuts via Shutterstock.com

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It’s probably best not to think too hard about how things work at Abercrombie & Fitch (ANF) without plenty of coffee. Even then, good luck making sense of it all.

The most obvious question, of course, is why a company that sells clothing features models who wear little (if any) of its fashions. We wrote about that last year, footnoting on the company’s 67-slide PowerPoint presentation, in which 20% of the slides featured shirtless guys flexing bare muscles. The company seems committed to this strategy: Even now, the investor page on the company’s website features — yes, you guessed it — a muscular dude who doesn’t appear to be any wearing clothes.

However, that’s a relatively minor contradiction when compared to the topic of Chairman and CEO Michael Jeffries’ compensation. On paper at least, according to the proxy that was filed last Friday, Jeffries received more than $48 million in total compensation. Whether Jeffries will realize anywhere near that number is doubtful, though, if the company stays on its current, not-so-profitable course. In addition to his $1.5 million salary, he got a $1.2 million cash incentive bonus, an increase of $1.46 million to his retirement plan, and $719,182 in “Other” compensation. The remaining $43.2 million in compensation was awarded in Stock Appreciation Rights (SARs) and Restricted Stock Units (RSUs), as further explained in an 8-K (and amended employment agreement for Jeffries) filed on May 9.

This kind of largesse has clearly attracted attention. Even before the company’s Say on Pay measure barely squeaked by with 56% approval at the 2011 annual shareholders’ meeting, Abercrombie noted on page 44 of the proxy, the company

“…held a significant number of face-to-face and telephonic meetings with our largest stockholders (and other stockholders, regardless of size, who requested a meeting). These meetings were with members of management and, in several cases, with members of the Compensation Committee and the Board. In connection with the 2011 Annual Meeting of Stockholders and recognizing that the CEO’s employment agreement was entered into in 2008, we made a commitment to our largest stockholder at the time (and now), FMR LLC (Fidelity), to recommend to our Compensation Committee that it review the CEO’s employment agreement in light of the current landscape and current practices. We also agreed to consider adding objective criteria in determining whether equity awards would be made to other NEOs and to enhance the disclosure in the proxy statement to add transparency to the Compensation Committee’s decision-making process for equity awards.”

Those discussions continued, and they resulted in the board convincing Jeffries to amend his employment agreement so that 80% of his semi-annual equity grants would be awarded in the form of Stock Appreciation Rights (SARs), and the other 20% in the form of Restricted Stock Units (RSUs).

But Jeffries’ SARs are currently not worth much, as explained on page 43:

“As of April 25, 2012, both of the semi-annual equity grants of SARs earned during Fiscal 2011 were underwater, since the exercise prices of the SARs are higher than the closing market price of the Company’s Common Stock on that date of $48.93. Mr. Jeffries will only realize monetary value from these grants if the market price of the Company’s Common Stock appreciates substantially beyond the respective exercise prices after the grants have vested.”

Moreover, Jefferies didn’t get equity grants in September 2010 or March 2012, because Abercrombie’s share price had declined over the previous six months. We have to wonder why the board thought Jeffries should get $43.2 million in SARs and RSUs, since the stock price is trading at more than 37% below where it was a year ago, and the expectations for this Wednesday’s earnings report aren’t high.

We’re not the only ones who have commented on Jeffries’ compensation from time to time. A few years ago, CNNMoney dubbed Jeffries one of the “5 Most Overpaid CEOs.” In 2010, we footnoted the Board’s decision to pay Jeffries a lump sum of $4 million so that he would limit his personal use of the company jet to a paltry $200,000 a year, a post that became a contender for the Worst Footnote of 2010. (A day after our post, Time.com ran a good article which explained why the board’s decision made no sense.)

It all strikes us as the corporate equivalent of the emperor having no clothes — which means he fits right in at Abercrombie & Fitch.

Image source: The emperor’s spring collection, via gfpeck on flickr

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We were going to write about something else this morning, but then Chesapeake Energy (CHK), which as footnoted regulars know is something of a frequent flyer here, decided to file its proxy statement, so we quickly changed plans.

While the company did file a preliminary proxy on April 20, there’s a lot that’s happened since then, including a series of blistering articles led by Reuters reporters Brian Grow and Anna Driver on a whole host of problems at the company that eventually led to the board deciding to separate the Chairman and CEO position as well as a public apology by CEO Aubrey McClendon during the company’s first quarter conference call.

As a result, the proxy that was filed today starts off like this with a letter signed by both McClendon and lead independent director Pete Miller, Jr.:

As you know, the past month has been a challenging time for our company. The enormous scrutiny of Chesapeake has created distraction in the marketplace. On behalf of the Board of Directors, we would like to take this opportunity to emphasize the Board’s continued commitment to serving the interests of our shareholders and improving corporate governance.

Talk about stating the obvious. But wait, there’s more! The letter goes on to talk about the various steps that the board has taken to make it at least appear as if McClendon isn’t calling all of the shots and using the company like a personal piggy bank.

Chesapeake also seems to have invested in a graphic designer to make this year’s proxy a lot prettier than last years‘ version. For example, there’s a graph on pg. 2 that helpfully shows just how underpaid McClendon is in relation to other CEOs at energy companies (as my grandfather used to say, my piles are bleeding for him). Talk about data visualization!

On pg. 5, it’s all about the environment with a pull-out quote that says “Chesapeake is leading the way to American energy independence” (although it’s not clear who is being quoted). Still, how could any shareholder possibly find fault with that? There’s also extensive bios on the directors, complete with smiling color pictures — something that also wasn’t in last year’s version of the proxy.

Unfortunately, there’s only so much a team of graphic artists can really do. Because in the end, the proxy is really a bunch of details that no matter how much you dress up, still deliver some cold-hard facts. Take the director compensation table, for example. Only one of the company’s nine directors made under $500K last year, and that’s only because he retired last June! With only one exception, each of the directors took advantage of access to Chesapeake’s fractionally owned jets, with six directors spending over $150K each! Director Richard Davidson, for example, spent $204K last year on personal use of the jet last year, up 21% over 2010.

We will give Chesapeake credit for providing a lot more details in this year’s proxy on its controversial founder well program. There’s a whole section devoted to the program starting on pg. 14. While the program was mentioned in the 2010 proxy, it didn’t get quite the star treatment.

With all of these changes, we’re reminded of another company that took a similar approach to its proxy statement back in 2011, right around the time it was being called a “Vampire Squid”. That’s right, as Theo footnoted back in April 2011, Goldman Sachs (GS) took a similar approach to its proxy statement and gussied it up that year.

Sometimes, there’s only so much lipstick you can really put on a pig!

Image source: Lipstick on a pig via Shutterstock

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There are all kinds of tax, regulatory and other reasons that insurance companies like to operate off the coast of the U.S. But it’s also no coincidence that some of the most popular spots for their headquarters are island get-aways like the Caymans and Bermuda.

What’s more striking is the way these companies treat the headquarters-away-from-home like a hardship posting, showering extra perks and compensation on executives for their trouble. We were reminded of this with an amended 8-K that Axis Capital Holdings (AXS) filed yesterday, which also marked an about-face from the last couple times we wrote about the company — not in terms of the luxuries it offers its top brass, but in terms of who its top brass will be going forward.

The filing includes terms of employment for new Chief Executive Albert Benchimol, and the terms of separation for former Chairman Michael A. Butt, who is being replaced by Benchimol’s predecessor as CEO.

Benchimol’s offer letter is securing him a hefty $1.1-million salary, a target bonus of $1.9 million (and the potential to earn still more), 500,000 restricted shares — a $17.3-million value at current share prices, vesting over the course of the next three years (but mostly back-loaded), ”up to 30 hours of personal use of the Company aircraft each calendar year,” and, of course, that quintessential perk of the Bermuda executive, a $25,000-a-month housing allowance. Yes, that’s $300,000 a year for island digs — or $822 a day, $34 an hour (counting sleep).

Meantime, Butt’s separation agreement is providing him a nice send-off as well. You may remember that Sonya footnoted Butt’s new employment agreement just over a year ago, noting that he was getting an employment agreement carrying him through December 31 this year. Instead, for being shown the door last week, he is getting $3.2 million in cash, pension benefits valued at $2.7 million as of the company’s March proxy and nearly $750,000 in deferred compensation benefits. Plus, he gets to keep the unvested equity he’s been awarded in recent years; the company doesn’t calculate the value from his perspective, but notes that it means recognizing $10 million in share-based compensation expense in the second quarter.

On top of that, Butt is getting a $950,000 consulting agreement that runs through December 31, 2013. In an uncharacteristic sign of restraint unusual in these kinds of agreements, however, the agreement says Butt must work at least 45 hours a month. In terms of perks, he gets to keep existing company-jet privileges for the rest of 2012 (spelled out as 12 personal trips a year, up to a maximum of $75,000), but in 2013 may only use it “subject to aircraft availability at the discretion of the Company” and at his own expense.

Finally, the board recently decided to end a special pension program that has benefitted Butt and CEO-turned-Chairman Michael Charman. The plan is to cash the men out of their benefit, measured as of June 30, but it isn’t yet clear how valuable that will prove to be for them. (At least part of the value is probably reflected in the pension benefit figure we cited above for Butt.)

It’s worth noting that shareholders seem to be just fine with all of this. Axis filed a separate 8-K yesterday reporting the results of its May 3 annual meeting, and fewer than 10% of voting shares were cast against  the company’s executive pay arrangements; all the directors up for re-election were returned to their seats handily. (Even so, a substantial 44% of voted shares opposed a company proposal to expand a long-term incentive compensation plan by 6 million shares.)

We’re a little surprised, frankly, given the performance of Axis shares. It’s doing OK so far this year, roughly keeping up with the S&P 500 after lagging for a bit, but that’s sort of the problem. Axis shares rarely seem to do better than OK against the S&P, and it typically trails its own industry on a total-return basis: In 2011, Axis’ total return trailed the property-casualty insurance industry by 14 points. It’s also trailing the industry over the last 5 years (by 0.5 points), 3 years (4.3 points), 12 months (nearly 5 points) and year-to-date (1.8 points). Only in the last three months has it inched ahead — by 0.2 points.

Still, maybe shareholders are right to let the company’s executives, old and new, enjoy their island luxuries. After all, who’s to say how distracted they might become if they couldn’t?

Image source: Bermuda buildings via Shutterstock.com

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In the ring of cities that orbits Columbus, Ohio, Dublin occupies the northwest corner, a short 25-minute drive from the state’s capital. Among its other claims to fame, it’s where The Wendy’s Co. (WEN) has its corporate headquarters. And there are close to a million reasons why it may soon become “Home Sweet Home” for another Wendy’s executive – which doesn’t seem like it ought to be a big deal – but apparently it is.

As part of its plan to jettison the struggling Arby’s brand, Wendy’s decided to designate Dublin, Ohio as its “new Company headquarters.” Prior to that, HQ had been in Atlanta, where Arby’s was based. But the move wasn’t universally popular within the executive ranks. In fact, at least a couple of top executives invoked the “triggering event” clause of their employment agreements, claiming that they were justified in leaving the company (with lots of cash in hand) since their agreements promised they wouldn’t have to work outside the Atlanta greater metropolitan area. As we footnoted a year ago, Wendy’s offered one executive a cash retention bonus of $500,000 to move to Ohio for six months, and (as we footnoted last November) it paid millions more in termination costs when its former president and CEO, Roland Smith, refused to move to Ohio and resigned instead.

But Wendy’s has really sweetened the pot for Darrell van Ligten, President of the International division, who joined the company in a different capacity in February 2009. In the March 23, 2012 letter it sent to van Ligten, Exhibit 10.2 to the 10-Q it filed yesterday, it offered him a lump sum payment of $850,000 if he ignores the triggering event clause of his employment letter agreement and moves to Dublin, Ohio on or before June 1, 2012. He does have to stay for two years after he gets there; if he leaves Wendy’s before then, he has to repay a prorated amount. In addition, he also gets some assurance that Wendy’s won’t fire him precipitously and leave him stranded in the Buckeye State:

If the Company terminates your employment without cause (as that term is defined in the January, 28, 2009 letter agreement) within two years of your receiving your cash award, the Company agrees to provide you relocation, with benefits equal to the current Company policy, to Atlanta as well as any other benefits or payments you are entitled to under the January 28, 2009 letter agreement.”

As far as one can tell from the city’s website, Dublin, Ohio looks like a nice place to live, with about 41,325 people, 740 acres of parkland, and more than 3,000 businesses. Living up to its name, it throws nice bashes for St. Patrick’s Day and its annual Irish Festival, as well as a handful of other celebrations throughout the year. And since Dublin’s City Profile indicates that the average cost of a home (in 2005) was $347,633, Wendy’s is essentially making it easy for van Ligten to buy some above-average digs for the next two years, all on the company’s dime.

Heck, for $850,000, we’d probably all consider moving to Ohio for a couple of years.

Image source: Fragment of a nice house, via Shutterstock

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The initial buzz has faded when it comes to David Barstow’s stunning April 21 New York Times report on Wal-Mart and bribery allegations in Mexico, but from what we can tell, it still features prominently in the conversation whenever corporate-governance types gather. And there has been plenty of follow-up: a lawsuit by CalPERS, more scrutiny wherever Wal-Mart is expanding, a look at the company’s role in seeking to tone down federal anti-bribery laws, and baby steps in damage-control by Wal-Mart.

No doubt questions about Wal-Mart’s activities in Mexico will reverberate for some time, and we wouldn’t be surprised to see some pretty significant changes on the board and in management, though whether sooner or later remains to be seen. In the meantime, we’ll indulge in looking back a little — to late last year, when we spotted this disclosure in the 10-Q that Wal-Mart filed on December 8:

“During fiscal 2012, the Company began conducting a voluntary internal review of its policies, procedures and internal controls pertaining to its global anti-corruption compliance program. As a result of information obtained during that review and from other sources, the Company has begun an internal investigation into whether certain matters, including permitting, licensing and inspections, were in compliance with the U.S. Foreign Corrupt Practices Act. The Company has engaged outside counsel and other advisors to assist in the review of these matters and has implemented, and is continuing to implement, appropriate remedial measures. The Company has voluntarily disclosed its internal investigation to the U.S. Department of Justice and the Securities and Exchange Commission. We cannot reasonably estimate the potential liability, if any, related to these matters. However, based on the facts currently known, we do not believe that these matters will have a material adverse effect on our business, financial condition, results of operations or cash flows.”

We can’t claim to have seen through the bland platitudes of this 156-word paragraph, but we did recognize it as new and potentially important, and thought it was interesting enough to send out to our footnotedPro subscribers three days later (PDF, subscription required), as part of our weekly Red Flag Alert roundup, along  with 20 other potentially significant finds from the week.

Interestingly, when Wal-Mart filed its 10-K on March 27 — presumably with management well aware of Barstow’s soon-to-be-published New York Times piece — the disclosure was word for word identical. In other words, Wal-Mart was suggesting that nothing of significance had changed in three months: no progress on the internal inquiry, no response from the Justice Department or the SEC, nothing noteworthy in terms of changes to compliance procedures. This is a case where the absence of evidence maybe should have attracted more attention than it did.

In any case, as you can imagine, the Wal-Mart kerfuffle sent us back to our database, to see what other, similar disclosures we had noticed at other companies. All told, we found a baker’s dozen of other examples in recent months, companies making Foreign Corrupt Practices Act disclosures, many of which would have been all too easy to overlook. We sent those out to subscribers late last week (PDF, subscription required), but the broader point is that companies sometimes leave clues behind as problems begin to swirl.

Unfortunately, finding those clues and making sense of what’s often convoluted disclosure is an entirely different game.

Image source: Magnifying glass & keyboard via Shutterstock.com

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Today’s the first day of work for Kenneth H. Hannah, the new Executive Vice President and CFO at J. C. Penney, Inc. (JCP). Although an 8-K filed May 3 noted that the giant retailer and Hannah “have not entered into an employment agreement,” the SEC filing disclosed the compensation arrangements given to Penney’s new executive, and they’re not too shabby.

Hannah is starting with a base salary of $850,000, on top of which he’ll have the opportunity to earn another $680,000 under the 2012 Management Incentive Compensation Program. The company is also going to give him $2.5 million worth of restricted stock units (RSUs), but he needs to stick with the job until the third anniversary of the grant in order for the RSUs to vest (the only stated exceptions are if the company terminates Hannah’s employment without cause or a change in control occurs). And J. C. Penney is shelling out more, just to lure Hannah away from MEMC Electronic Materials, Inc. (WFR), where he has worked since 2006, although he had been in his most recent post –  as Executive Vice President and President–Solar Energy – only since January, 2012:

“In addition, Mr. Hannah will receive a one-time cash signing bonus of $2,000,000 in relinquishment of certain benefits and compensation provided by his previous employer and as an inducement to join the Company.”

Thus, if all goes well, Hannah is set to become a $6.03 million-dollar-man, just for taking the job, meeting the goals set for him, and hanging around for a few years.

Then again, that may not be a slam-dunk. Although J. C. Penney is more than 110 years old, the company seems to be going through an adolescent phase, trying to figure out “Who am I?” If you refer to the website, you learn that Penney:

“…is re-imagining every aspect of its business in order to reclaim its birthright and become America’s favorite store. The Company is transforming the way it does business and remaking the customer experience across its 1,100 jcpenney stores and on jcp.com. On every visit, customers will discover straightforward Fair and Square Pricing, month-long promotions that are in sync with the rhythm of their lives, exceptionally curated merchandise, artful presentation, and unmatched customer service.”

Maybe it’s just us, but the “Fair and Square” and other verbiage brought to mind a rush of Americana – Aaron Copland’s “Fanfare for the Common Man,” the image of “American Gothic,” and mega-malls across the nation (although, surprisingly, the shoppers’ Mecca in Bloomington, Minnesota, the Mall of America, apparently forgot to include a J. C. Penney store).

Contrast that, though, with the squabble that the company is having with Institutional Shareholder Services (ISS), according to this piece that Maxwell Murphy posted on a WSJ blog last week. Murphy reported that ISS complained about Penney’s choice of an “aspirational” peer group of companies with “much higher revenues,” selected in order to pay higher levels of compensation to its top executives. He included a link to this filing, which includes the company’s reply that (among other points) its chosen peer group “reflects the market within which we compete for talent.”

And at the same time, the company recently cut about 1,000 jobs, and (also according to Reuters) chose Hannah in part because his prior job gave him experience in simplifying an organization and reducing costs.

Straightforward Fair and Square? America’s favorite store? A competitor for world-class (translation: expensive) executive talent? A frugal, streamlined company? Maybe it’s possible for all that to co-exist in one company. We’ll be eager to see whether Hannah, relatively-new CEO Ron Johnson, and Penney’s other new executives can pull it off.

Image source: Wikipedia.com

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Try as we might, we can’t trick out three of the hottest products from Apple (AAPL) seriously enough to bring the total price tag over $5,000 (before taxes and shipping) — and that’s even after we throw in a gratuitous 27-inch Thunderbolt display for $999.

No, we’re not re-equipping footnoted World Headquarters. Rather, we’re trying once again to figure out the preoccupation by top executives at major companies with getting Apple’s goodies on the shareholders’ dime.

This time, it’s the chief financial officer at Hyatt Hotels (H), Harmit J. Singh. After serving in that job for four years, as “an integral member of the team that managed the Company’s initial public offering in 2009,” Singh is stepping down as CFO in August and leaving the company in December to “pursue other career opportunities,” according to the 8-K and press release that Hyatt filed with its earnings report on Wednesday.

Unlike most of us, however, Singh will get to take it with him when he goes. Here’s an excerpt from section 2(b)(vi) of his Transition Agreement:

“Following the Separation Date, Executive shall be permitted to retain the Company-owned MacBook Air lap-top computer, computer screen, printer, iPad and iPhone currently being used by Executive; provided Executive shall be responsible for all post-Separation Date cell-phone and data charges, and Executive shall allow the Company to remove all Company information and programs from all such equipment.”

That’s what led us to browse Apple’s online store as if we had an unlimited budget, to try to price out just how much all of this could be worth.

Any way we looked at it, it turns out to be a rounding error compared to Singh’s pay. He made $2.66 million last year, according to the company’s April 23 proxy, $1.1 million of which was in cold cash. As a result, those tricked-out Apple goodies — with maxed-out memory, a big solid-state hard drive and an external DVD drive for the MacBook Air, the snazzy flat-screen display, the extended warranty, the biggest, baddest iPad with 64 GB of memory and 4G wireless (and a bright red genuine leather cover), etc., etc. — work out to something less than 0.19% of his annual income, and 0.45% of his cash compensation. Heck, looking at his salary alone, it’s still just 0.86%.

Keep in mind, too, that his Apple gear won’t be his only parting gifts from Hyatt and its shareholders. He’s also getting about $2.6 million in “separation pay,” “additional consideration” and 2012 bonus. His medical, dental, vision and life-insurance benefits continue for a year after he leaves, and he gets up to $100,000 in outplacement services, plus another $15,000 in reimbursed legal expenses. Oh, and he also gets “Diamond level status under [Hyatt's] Gold Passport program” too, which sounds pretty swank. Would it kill him to buy his own gadgets?

This isn’t the only time Hyatt and its executives have been sweating the small stuff, for what it’s worth. All of its top executives benefited from $5,700 worth of free parking, as well as the company’s corporate dining room, to the tune of $11,421 apiece (which is the equivalent of eating two meals a day, five days a week, 52 weeks a year at Red Lobster, given its $20 average check in fiscal 2011, though we assume Hyatt’s food is better).

The only saving grace is that the low cost of the Apple gadgets — on a corporate scale, anyway — means it isn’t much skin off shareholders’ backs. Then again, given that Hyatt’s stock has trailed the S&P 500 by five percentage points over the last year, every little bit counts.

Image source: Apple in Education web site.

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Early last month we footnoted about the other Deepak Chopra — chairman and chief executive of OSI Systems (OSIS), maker of airport X-ray machines and medical devices, not the doctor and self-help entrepreneur – and how he stood to collect $12.5 million in return for staying employed for eight more years. Now he’s back on our radar screen, thanks to a related retirement agreement.

That agreement, filed with an 8-K on Tuesday, pays him another $10 million for retiring, beginning on the same date as he’s scheduled to get his retention bonus: the first day of the year after the year in which he turns 68, or January 1, 2019.

That’s a 67% increase over the $6 million retirement benefit he had been promised under a previous agreement. In addition to those 10 payments of $600,000 each — making this sound a little like a late-night infomercial — he’ll get another $1 million in each of the years he turns 69, 70, 77 and 78, paid as quarterly installments of $250,000. “For avoidance of doubt,” the agreement continues, “the intent is to increase the total benefits to Ten Million Dollars ($10,000,000) payable over a period of ten (10) years commencing at age 68…”

Not that there was much doubt about the intent in the first place. But wait, there’s more! (See?) The agreement continues:

“Commencing with the second year of benefit payments (in 2020), each benefit payment shall be adjusted upward for any calendar year in which the California CPI index for the greater Los Angeles area shall exceed two percent (2%) as follows: the benefit payment made in any calendar year commencing after age 69 shall be increased by the amount by which the CPI index for the prior calendar year exceed two percent (2%).  Thus, for example, if the CPI index for 2019 is 3%, commencing January 1, 2020, the amount of each benefit payment shall thereafter be increased by 1% and, if in 2020, the CPI index is 2.5%, then, commencing January 1, 2021, the amount of each benefit payment shall thereafter be increased by an additional .5%.”

For the avoidance of doubt, this is apparently to make sure that Chopra gets every penny he’s been promised, and never mind about anything beyond the most minimal inflation. Oh, and if he’s disabled or dies before he retires, he (or his estate) gets $1 million a year for 10 years; if the company is sold before he retires, he gets $6 million within 90 days and the rest after about a year (albeit discounted for the time value of money). And if the company changes hands after he starts collecting his retirement benefits, future payments get sped (again, adjusted to the net present value).

Finally, all of this is fully vested from the start, so he’s entitled to the benefit whether or not he works the next eight years. If he does work, of course, he’ll also get that $12.5 million retention bonus (which could be higher, depending what happens with his salary and bonus over that time period) — a cool $22.5 million. Not bad.

It’s also worth noting that this retirement benefit has grown pretty rapidly. As recently as June 30 last year, Chopra’s retirement benefit was going to be a mere $500,000 a year over 10 years, starting at age 65, so the benefit has effectively doubled over about nine months, in return for a three-year delay in receipt. At least the company’s stock price has headed in the same direction during the same period, if not quite as quickly. (It’s up 58% since June 30.)

We admit it: We were first drawn into the story for Deepak Chopra, CEO, by the coincidence of his name. But the more we read, the more we think he’s got an interesting story in his own right — or at least an expensive one.

Image source: Illustration of a person meditating via Shutterstock.com

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Designed for investors who want to dig into the details, but don't have the time.