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Eisner, Mouse cut ties

Fomer Disney topper turns in resignation

NEW YORK — Michael Eisner’s really outta there.

The former CEO ankled Walt Disney’s board of directors, tendering his resignation on Sept. 30, his last day as chief executive of the media giant.

Eisner “no longer provides any services” for the company, according to a filing late Thursday with the Securities and Exchange Commission.

The news was a surprise, coming months before the annual meeting of shareholders, which is when Eisner had said he planned to step down.

A Disney rep declined comment.

The two-sentence item on Eisner was buried at the end of a filing detailing CEO Robert Iger’s new, five-year employment contract.

Iger will receive a base salary of $2 million and target annual bonus of $7.25 million. The bonus payout and other long-term incentives depend on the company meeting certain performance objectives.

In 2004, Iger took home $1.5 million in salary and a $6.5 million bonus.

Iger will also receive portions of his salary — totaling $1.5 million for the previous three fiscal years — that were held as deferred compensation under his previous employment contract as chief operating officer.

He’s also entitled to 500,000 stock units; each equal to a share of Disney, provided the company’s stock meets certain criteria.

Iger’s deal lacks the two most lucrative components of Eisner’s original compensation deal from 1985. Eisner also received 2% of any profits Disney earned in excess of $100 million and options to 510,000 shares of Disney stock at the trading price when he took the job.

The two clauses together made Eisner the highest-paid executive in America and in 2003 Forbes ranked him 385 on its list of 400 wealthiest Americans, with a personal fortune of $630 million.

Executive compensation has become a thorny issue for the Mouse House. Jeffrey Katzenberg sued to get the bonus he had been promised under an arrangement similar to Eisner’s. Later, shareholders sued when Eisner granted a golden parachute to Michael Ovitz when Eisner fired the former superagent.

 The less generous deal for Iger may reflect a more cautious stance by Disney’s board, which has been accused in such lawsuits and in the press of having become little more than a rubber stamp for Eisner during his reign.

Eisner, who led the Mouse for 20 years, has kept mum about his plans. In the end, his departure from both the executive suite and the board have proved surprisingly understated after several tumultuous years.

Disney’s board numbers 11 with Eisner’s resignation.

Former Sen. George Mitchell, chairman of the board, has said he plans to step down at the annual shareholders meeting next spring.

Disney is expected to name another chairman. The posts of CEO and chairman were split in spring 2004 after a contentious annual meeting where a large chunk of shareholders withheld support from Eisner.

(David Cohen contributed to this report.)

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