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A golden parachute is a provision in an employment contract that grants lucrative severance benefits to an executive if control of the company changes hands, as by a merger. Most definitions offered by legal authorities stress three elements: (1) a lucrative or attractive severance package, (2) available to a few selected senior executives, (3) in a change of control situation for the company. Some also define it as compensation to a chief executive officer or other C-level executive for losing his or her job. Others do not so restrict its availability to those who actually lose their jobs, but extend it as well to those who lose job status in the event of a change in control.

In common usage, the term golden parachute refers to large severance payments made when a change of control results in job termination. However, for tax purposes, the crucial element is change in corporate control, and the payment need not be to compensate for termination, but could be any type of compensation. It is also useful to distinguish a golden parachute from a normal severance payment. Usually, an employee dismissed for cause does not receive a severance payment, and the same is true when that employee leaves voluntarily. However, even a C-level executive who is fired for cause or simply resigns may receive a golden parachute, depending on the terms of the employment contract.

As a way to further distinguish golden parachutes from severance payments, the amount of a severance payment is based on years of service to the company, while a golden parachute will be based on the individual negotiation between the executive and the company. Even a CEO who serves for a short time period may wind up with a substantial golden parachute.

Scope of Coverage

Golden parachutes are usually included in the contracts for C-level executives (chief executive officer, chief operating officer, chief financial officer, and chief legal officer), but they sometimes appear in the contracts for executive vice presidents and other top officers as well. After the merger between Coors and Molson Companies, 11 top executives at Coors resigned, since they had change-of-control payment provisions in their contracts. None of the Molson top executives resigned, though, as they were not covered by such provisions.

Components

The pay components of a golden parachute may vary widely. It may include not only a cash payout, along with restricted stock or stock options, but also an annual pension, a departure bonus, medical benefits, and administrative and secretarial support. It may also include other imaginative perks, including payment of charitable donations in the executive's name or use of an executive jet.

Amounts

In their golden parachutes, CEOs typically receive two or three times the value of the base salary and bonus, as well as benefits, stock options, and pension payments. Presidents, COOs, CFOs, and other C-level executives typically receive one to two times the base salary, plus bonus, benefits, stock options, and pensions.

Some CEOs have negotiated golden parachutes that have allowed stock options to vest immediately, and thereafter payouts skyrocketed, according to one compensation expert. Some golden parachutes have had a platinum lining. For instance, Michael Ovitz received a severance payment exceeding $100 million from Disney; Phillip Purcell had an exit package of $114 million after his ouster as CEO of Morgan Stanley; and Jim Kilts, CEO of Gillette, received a golden parachute of $165 million after Procter & Gamble acquired his company. Those amounts raise questions of distributive justice, especially since a merger may trigger uncompensated layoffs of lowerlevel employees.

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