CKX Execs Two-Part Finale__»

May 25, 2010

We don—t watch American Idol, but we know that the two-part season finale starts tonight! We also know it’s also been an exciting week for Robert F. X. Sillerman, who founded the company that controls the rights to the show.

Sillerman, CKX, Inc.—s (CKXE) founder, former CEO, Chairman of the Board, and largest shareholder, resigned on May 6 and announced his immediate departure from the company. All we knew about his plans at the time were that 1) he planned to work as a consultant for CKX; and 2) he’s thinking about buying the company. (Besides American Idol, CKX also controls the rights to use the images of Elvis Presley and Muhammad Ali.)

On May 24, CKX filed an 8-K and May 22 letter with the SEC that set out the terms of Sillerman’s departure, which it declared a “constructive termination without cause.

The biggest chunk will be a severance check for $3,316,749 that Sillerman will get around the new year. He also gets $95,721 for unused vacation and up to $25,000 to pay the legal fees he incurred to negotiate the agreements. CKX lifted stock restrictions on Sillerman’s options, thus enabling him to exercise those at any time. The company will pay Sillerman $25,000 annually for three years, and $10,000 annually for life after that to compensate him for benefits promised in his 2009 employment agreement. He also gets

“…continued access to up to four [non-transferrable] tickets for up to ten Company produced events per year, subject to their availability as determined by the Company on a case-by-base basis, until the sixth anniversary of the Date of Termination, provided that such tickets may only be used by you or your immediate family—”

If a change of control occurs prior to May 6, 2011 and the IRS determines that any payments to Sillerman were —parachute payments, CKX will pay any tax gross-ups that are owed (so long as he’s in compliance with the agreement).

CKX will pay Sillerman $1 million for his consulting services, even if the agreement is terminated early. Until December 31, 2011, he—ll also get up to $25,000 a month to pay for office space, administrative assistance, and a car and driver.

Sillerman’s going to need that space. The agreement stipulates that he can have —reasonable access to his current office through May 31 to remove his possessions, but after that, he —shall not access, or seek access to, the Company’s premises at 650 Madison Avenue, or the Company’s information systems, for any reason.

Sillerman is to work as much as he deems —reasonably necessary to promote the company’s best interests; however, his services —shall not exceed 20 percent of the average level of services you performed for or on behalf of the Company— over the 36-month period immediately preceding the date hereof.

Now that’s a departure package that would surely get a lot of votes.

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