Bear execs lack golden parachutes, stock plan crunched

By Joseph A. Giannone

NEW YORK (Reuters) - Barring some unexpected boardroom generosity by JPMorgan Chase & Co, executives at Bear Stearns Cos may find that their walking away money has been crunched by the credit crisis.

Bear stock soared to a record high of $172.61 in January last year as Wall Street's mortgage and buyout booms peaked, but those shares have plunged as the bank played a leading role in fueling a subprime mortgage crisis that continues to inflict damage on financial markets.

Bear Stearns' shares, which sank to $30.85 Friday on worries the bank was quickly running out of cash and needed a Federal Reserve bailout, now fetch just $2 each under JPMorgan's bailout late on Sunday.

The plunging shares, plus a lack of the normal payout expected when a company is taken over, known as 'golden parachutes', delivers a serious blow to the bankers, traders and other executives worldwide at a firm that has long encouraged its above-average levels of inside ownership.

"The current stock ownership by executive officers reflects a significant personal investment in the company by those who are most responsible for the company's future success," the bank said in a proxy statement.

Employees own around 30 percent of the bank.

Yet loyalty to the firm has cost employees as Bear's fortunes turned south.

According to Bear's recent proxy statement, the executive committee members at the fifth-largest U.S. investment bank owned about 9 percent of the firm's outstanding stock at the end of January.

Based on shares outstanding in January, shares held by the top handful of executive officers plunged in value from about $1.8 billion 14 months ago to just $22 million today.

Bear Stearns officials were not immediately available for comment on compensation related to the JPMorgan takeover.

NO PARACHUTES

The proxy also revealed that Bear does not offer golden parachutes for executive officers in the event of it being taken over.

Bear offers a Capital Accumulation Plan and a Stock Award Plan, yet both possess a "double-trigger provision," which means awards and all benefits are not accelerated unless the participant is fired without cause by the new company or resigns for a good reason.

These plans also suffered from Bear's plunging market value. Back in November, when Bear's shares traded at around $153, the market value of unvested equity awarded to Chairman James "Jimmy" Cayne was $47.5 million, while shares awarded to CEO Alan Schwartz were valued at $44.9 million, the proxy said.

Schwartz replaced Cayne as CEO in January as shareholders, upset by Cayne's hands-off approach during a serious financial crisis, pushed the long-time chief to step aside.

That said, JPMorgan Chief Financial Officer Mike Cavanagh late Sunday said taking over Bear would generate about $6 billion in merger-related costs.

JPMorgan has not broken down those figures, but much of that will be earmarked for severance pay and potential exit packages for top executives like Schwartz.

A person familiar with the transaction told Reuters that roughly $1 billion of those costs would be earmarked for severance and retention.

(For all the news on JPMorgan's planned acquisition of Bear Stearns, click on

(Reporting by Joseph A. Giannone; editing by Louise Heavens)

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