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Supplements the (A) case.

In 1996, U.S. Surgical launched a hostile takeover bid against Circon Corp. After building the company for 20 years, CEO Richard Auhll takes a defensive stand that includes inviting an old HBS friend (George Cloutier) to join the fight as a director of Circon. A "poison pill" and a staggered board serve as primary defense measures, leading to the longest-running takeover battle in U.S. corporate history. Issues of loyalty to a friend, executive incentives, executive entrenchment, and duty to shareholders collide as Cloutier realizes crucial corporate governance decisions have to be made.

Describes three performance measures for "plants" or businesses: cost centers, revenue centers, and profit centers. Discusses what should be done if a function outside of the "controllability" of the manager affects the performance measure and therefore compensation.

Describes issues facing three young founders of a high-tech start-up in Silicon Valley, including hiring an experienced CEO and negotiating with a potential VC investor. Focuses on the incentive and compensation aspects of negotiating with job candidates (e.g., what percentage of the equity is appropriate to offer) and with venture capitalists (e.g., options-vesting issues).

Spreadsheet Supplement for case 201005

This case describes the pay packages offered to Sara Becker, a graduating MBA student, including detailed information about two stock option packages (one of which is an indexed option package). She gathers the information and attempts to compare those compensation offers.

Spreadsheet Supplement for case 800292

Supplements the (A) case.

Describes a company's changing of its compensation and incentive plan. In particular, it shows how a change from hourly pay to piece rate pay (for windshield installers) affected productivity, pay, and turnover.

Spreadsheet Supplement for case 800291

Describes a company's struggles in implementing a subjective performance rating system for its employees. In particular, it describes the difficulties faced by the CEO in getting managers to combat "ratings inflation"--that is, to produce numerical ratings that are both differentiated and "not too high."

Spreadsheet Supplement for case 800290

Spreadsheet Supplement for case 800269

Two young and inexperienced MBAs buy a virtually bankrupt company. They design a decentralized control system organized around profit centers. As a case in control systems, there is ample detail for a discussion of design issues, control of independent profit centers, and details about decentralized control. A rewritten version of an earlier case.

Stock option grants have come to dominate the pay of top executives. But while they've made many people wealthy, their impact on business in general remains controversial. Critics say options motivate corporate leaders to boost stock values in the short run rather than build companies that will thrive over the long run. Drawing on an extensive analysis of the real-world impact of options, Brian Hall argues that the critics are wrong. Option grants are the best compensation mechanism we have for getting managers to act in ways that ensure the long-term success of their companies and the well-being of workers and stockholders. But because options tend to be poorly understood, companies often end up with counterproductive plans. The author explains the three types of option plans that can be used. Fixed value plans, for which executives receive options of a predetermined value every year, are ideal for companies that set pay according to compensation surveys, but they weaken the link between pay and performance. Fixed number plans, which stipulate the number of options executives will receive over the plan period, provide a much stronger link. The lump-sum megagrant is the most highly leveraged type of grant because it not only fixes the number of options in advance, it fixes the exercise price as well. The type of plan must be carefully matched to the company's strategy. The article is accompanied by several exhibits, including a chart entitled "Which Plan?" that succinctly sets out the weaknesses and strengths of each type of option program.

Gerald Weiss left Wall Street for the promise of a CFO position at a well-established corporation. He was given a 10-year options package with a guaranteed floor of $12 million and unlimited upside. To ensure the entire package would be worth at least $12 million after 10 years, Gerald negotiated a special provision, which gave him the ability to "gross-up" his options twice over those ten years. If the stock price fell substantially, Gerald would be awarded more options (at-the-money) to bring the entire Black-Scholes value of his package back up to $12 million. Because of the company's culture of informality, the deal was agreed to with a handshake from the CEO, witnessed by the current CFO and the VP of human resources, but not written down. When the stock price actually fell, and Gerald asked to revalue his options package, the company reneged on the deal. Teaching Objective: To generate discussion about the benefits and pitfalls of mega-option grants, the issue of revaluing options, and the conflict between adhering to company culture and protecting the financial interests of the employee.

Al Dunlap was one of the best-known corporate turnaround artists of the 1990s. In 1996, he was hired at Sunbeam to effect a restructuring, but was fired almost two years later when the company's financial performance and stock price began to decline. Many of the controversies that had surrounded him at his previous job, Scott Paper, followed him to Sunbeam: his rejection of the multiple stakeholder view of corporate governance, his aggressive managerial style, his shaky relations with the media, and his high level of pay. The case describes Dunlap's compensation package at Sunbeam and addresses the issue of how U.S. companies compensate "superstar" CEO's.