This is a partial transcript from Your World with Neil Cavuto, March 4, 2002. Click here for complete access to all of Neil Cavuto's CEO interviews. 

NEIL CAVUTO, HOST: Do you think the guys on Capitol Hill have the right to tell the guys in the corner office what to do? Well, this guy never has. And today, in a Wall Street Journal editorial, T.J. Rodgers is telling Washington yet again where to stick it. I'm being polite.

He was a little less direct. But a couple of senators think it would be a good idea to change the way the companies run their stock-option plans, a move that has Mr. Rodgers and his neighbors in Silicon Valley very very ticked off.

The — shall we say — the shy, reserved CEO of Cypress Semiconductor (CY) joins us right now from company headquarters in San Jose. Good to see you, T.J. Thanks for coming.

T.J. RODGERS, CEO, CYPRESS SEMICONDUCTOR: Hi, how are you?

CAVUTO: You do not like these guys mucking around with options?

RODGERS: Well, options are the way the rank and file, the average engineer, in Silicon Valley can make some money. You know, 85 percent of the options in my company are held by rank and file, not by the board or the executives in the company. And by deliberately trashing the accounting of options, which is what McCain and Levin want to do, they are basically going to wipe out the shareholder employee in Silicon Valley. What good is there in doing that? Why are they trying to harm us?

CAVUTO: Well, they say they are trying to prevent another Enron. What do you say?

RODGERS: Oh, that Enron argument is garbage. You know, it is embarrassingly stupid. Here's is the argument. Enron executives had stock options. Stock options caused them to want to cheat. Therefore, they did all the bad stuff. Therefore, let's shaft stock options with high taxes. Ridiculous argument.

CAVUTO: All right. But let's turn it around. So now, in your case, what, 18 or 19 percent of the options outstanding are held in manager's hands like yourself, right?

RODGERS: That's right.

CAVUTO: The rest are in employees' hands. So you argue that if these guys have their way, they will actually be hurting workers, not just the bosses.

RODGERS: The rank and file, and that's true. You know, I use my numbers because I have them at my fingertips, but that is the way Silicon Valley works. The reason we do so well here is that we let the average employee share in the wealth that they create by building companies. That is why we are so successful. That is the single secret.

CAVUTO: But aren't you an exception, T.J.? I'm not saying options are evil, but in the case of some companies, they reward options only to their top guns and not to the rest of the crowd. So in a way, I know it is more commonplace in Silicon Valley, and certainly it's been the case at your company for years, but you are more the exception than the rule, are you not?

RODGERS: Well, Silicon Valley is a very large exception. And I think wiping out Silicon Valley because there are some options in say automobile companies Senator Levin of Michigan does not like, I mean, why do that?

You know, it is very simple. The options that go to executives by law, by law, must be approved by the shareholders before they can be given. So if...

CAVUTO: But do most people even read that fine print? When options and grants of that sort are awarded, no one pays attention.

RODGERS: No, no. Absolutely not. I am talking proxy statement.

CAVUTO: Right, right.

RODGERS: You get your proxy, you've got to vote to give more shares to the company. And if you do not vote to give more shares to the company...

CAVUTO: But it is automatic. They do it anyway, right?

RODGERS: No. It turns out...

CAVUTO: Have shareholders ever turned you down?

RODGERS: It turns out one of our votes was 56 percent favorable, and I had to lobby in order to get it done. Absolutely, those big funds watch over us like hawks.

CAVUTO: So you do not like these Washington guys interfering with you, do you?

RODGERS: They are screwing up business in Silicon Valley for their own political agenda. In Levin's case, it is United Auto Workers versus the auto companies and I am not involved in that. And in McCain's case, he thinks he's got another populist issue like, you know, reform of election donations and he is going to score a lot of points with it. They both made big mistakes. Their position is really not founded on fact.

CAVUTO: All right. Well, they have just taken you off their holiday invite list, but I guess you do not care, do you?

RODGERS: Well, I think McCain's chance of ever winning a Republican primary in California just went down the drain with this one.

CAVUTO: Interesting. T.J., it's always fun having you. You speak your mind. We admire that. T.J. Rodgers, the head of Cypress Semiconductor.

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