Microsoft gags ex-CFO Chris Liddel and pays him $1.9M

Microsoft has agreed to pay Liddell nearly $2M but Liddell is forbidden to talk about it.

Nothing like being paid almost two million bucks for leaving a job and keeping your mouth shut -- one $950,000 check a month after you've left and another $950,000 six months later. That's the sweet deal Microsoft gave Chris Liddell, the company's former chief financial officer who officially resigned on November 24.

On December 31, Liddell was to have gotten his first payment, according to documents that Microsoft filed with the SEC. And on March 31, he'll get his second $950,000. If it makes you feel any better, he is on the hook to pay his own taxes.

But the tale gets weirder. The document uses a whole lot of eyebrow-raising language. For instance, Liddell can't tell anyone what this agreement is about or he'll be forced to pay back $285,000 "as liquidated damages, or actual damages." And he's expressly forbidden from talking to the press without the oversight of Lisa Brummel, Microsoft's head of human resources.

Here's a section of the resignation document on file with the SEC.

"5. I agree to keep the details surrounding and the terms of this Agreement in strict confidence except to: (a) my immediate family and financial and legal advisors on a need-to-know basis or (b) to the extent the company discloses the terms of the Agreement in any filing with the Securities & Exchange Commission pursuant to the applicable securities laws and regulations. I also agree that I will not communicate with the media or press, directly or indirectly, except with the approval of Lisa Brummel, and that I will not blog or otherwise author in any manner any online or printed publications or writings (including but not limited to any blog, posting, article, or book) or participate in any interviews, broadcasts, podcasts, or similar audio interviews about Microsoft or its officers relating to any information or data considered confidential or proprietary under Microsoft’s Confidential Information Policy or the Employee Agreement that I previously signed on April 21, 2005. The signature page of that Employee Agreement is attached as Exhibit A, along with the remainder of the form of agreement (pages 1 and 2) as Exhibit B.

"I further agree that the confidentiality and non-disparagement obligations set forth in this Agreement are material terms of the Agreement, that Microsoft would not have entered into this Agreement without my agreement to them, and that breach of these obligations could cause Microsoft irreparable injury. If Microsoft establishes a breach of these obligations, I agree that Microsoft shall be entitled to recover from me, at Microsoft’s option, either the sum of $285,000 as liquidated damages, or actual damages, but not both types of damages, as well as reasonable attorney’s fees and costs incurred to enforce the Agreement."

In his resignation, Liddell also vows to help Microsoft with any investigation and prosecution, "including without limitation litigation concerning: (a) facts or circumstances about which I have any actual or alleged knowledge or expertise that was obtained during my employment with Microsoft or (b) any of my acts or omissions, real or alleged, of my employment with Microsoft."

Now that's a promise ... leave a job, pass go, collect two million dollars and promise to help your ex-employer prosecute others even if your knowledge of the circumstances is only hearsay.

But Liddell does know how to strike a bargain. When Microsoft hired Liddell in 2005, it paid him $2 million in relocation expenses which included buying his East Coast home.

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