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When Internet retailer IAC/InterActiveCorp’s profits soared by a cool 431 percent last year, it rewarded its general counsel accordingly. Much of the company’s growth came from the high-profile acquisition of Ask Jeeves Inc. (renamed Ask.com) and the spin-off of Expedia.com — two deals that IAC’s GC, Gregory Blatt, helped seal. What was surprising about Blatt’s pay package, however, was that the New York-based company opted to award him nearly $6 million in restricted stock grants (the biggest grant on Recorder-affiliate Corporate Counsel magazine’s 2006 GC Compensation Survey), in addition to his already impressive $442,500 salary and $2 million bonus. For his cash compensation alone, Blatt landed in the ninth spot on Corporate Counsel’s roster and earned the distinction of richest newcomer this year. Blatt, who declined to comment for this story, is not the only GC on the list who received big, if restricted, grants of company shares. But he is leading the charge. Companies are embracing these restricted stock grants, which come with certain conditions — like vesting only after a number of years — in an effort to compensate and retain top-performing chief legal officers. While there were still some notable stock option grants, (Occidental Petroleum Corp.’s Donald de Brier received nearly $7.2 million in stock options in fiscal year 2005, and MGM Mirage’s Gary Jacobs got a sweet $5.5 million) they continue to fall out of favor overall. Just 73 of the 100 GCs on this year’s survey were awarded options as part of their total compensation package, six fewer than last year, according to filings with the Securities and Exchange Commission. A complete list of top GCs can be found on www.law.com. While that may not sound like much, the decline in options is mirrored by a surge in restricted stock grants. Sixty-one GCs on our list received some amount of restricted stock in 2005, and the average award rose by 35 percent, to nearly $1 million.

GC Compensation by the Numbers Nine GCs from California companies made it onto this year’s Top 100 list of best-paid legal chiefs, while the number of GCs receiving restricted stock across the country has been growing since 2000.

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