Welcome To The Quarterhill Inc. HUB On AGORACOM

Intellectual Licenses for Electronics & Communications

Free
Message: WiLAN Appoints Paul McCarten Chairman of the Board: etc...............

WiLAN Appoints Paul McCarten Chairman of the Board: Signs New Five Year
Employment Agreement With CEO James Skippen


OTTAWA, CANADA--(Marketwire -02/01/12)- Wi-LAN Inc. ("WiLAN" or the "Company")
(TSX: WIN.TO - News)(NASDAQ: WILN - News) today announced that Mr. Paul
McCarten, an independent director, has been appointed Chairman of the Board
effective immediately. Mr. James Skippen formerly held both the CEO and Chairman
of the Board positions. He will continue as President and CEO of WiLAN and also
serve as a director.

A WiLAN Board member since June 2010, Mr. McCarten has over 30 years of legal
and management experience. Most recently, he was partner in the business law
group of Borden Ladner Gervais LLP, a leading national Canadian law firm. He
currently serves as National Secretary of the Board of Directors of the Crohn's
and Colitis Foundation of Canada and has previously served as Chair of the Board
of Directors of The Canadian Diabetes Association. Mr. McCarten is a member of
the Law Society of Upper Canada and the former Chair of the Ontario Bar
Association real estate section.

WiLAN's Board unanimously approved the appointment of Mr. McCarten as Chairman
and believes this move is consistent with WiLAN's commitment to follow the best
possible governance practices by separating the roles of Chairman of the Board
and CEO.

With Board approval, the Company has entered into a new five year employment
agreement with Mr. Skippen to serve as President and CEO of WiLAN. This
agreement sets Mr. Skippen's compensation for five years, which will generally
consist of a base salary and other typical stock-based compensation. The five
year agreement also calls for the elimination of Mr. Skippen's contractual right
to receive 2% of WiLAN's gross revenues for a portion of 2011 and all subsequent
years, in exchange for a one-time payment of $7.25 million. The Company expects
to record this one-time expense in the fourth quarter ended December 31, 2011.
Mr. Skippen has indicated that he will use a portion of the after-tax proceeds
from this payment to purchase WiLAN shares. The new employment agreement also
includes financial sanctions if Mr. Skippen voluntarily leaves the employ of
WiLAN, or he does not maintain a minimum shareholding in WiLAN, during the first
two years of the agreement.

The Compensation Committee of WiLAN's Board of Directors retained compensation
experts Towers Watson to review Mr. Skippen's compensation package and to
recommend approaches to eliminating the 2% component, which had no sunset
provision.

The Company's buyout of Mr. Skippen's contracted right to 2% of gross revenues
and the terms of the new employment contract were based on advice given to the
Compensation Committee by Towers Watson, and were unanimously approved by all
independent directors. Mr. Skippen did not take part in the meetings at which
the buyout and employment contract were considered and approved, but did accept
the buyout offer as proposed by the independent directors.

"Since the Board recruited Jim five years ago to lead the rebuilding of WiLAN,
he has delivered very impressive results," said Robert Bramson, Chairman of
WiLAN's Compensation Committee. "In only five years, under Jim's leadership,
WiLAN has increased annual licensing revenues from zero to a forecasted $105
million in 2011, signed license agreements that position the Company to generate
many hundreds of millions of dollars in future revenues and secured a listing on
the NASDAQ Global Select Market. These are a few examples of the Company's
impressive accomplishments."

Added Mr. Bramson, "The 2006 compensation package for Mr. Skippen was
appropriate and necessary to balance the significant risk of rebuilding WiLAN
and has been well in line with shareholder interests to date. Given the
Company's consistent growth, the strength of its business today and its future
prospects, WiLAN's Board of Directors determined this to be the right agreement
for WiLAN and its shareholders moving forward. We look forward to Jim leading
the Company to even greater heights over the next five years."

Share
New Message
Please login to post a reply