This is a partial transcript from "Your World with Neil Cavuto", January 8, 2004, that was edited for clarity.

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NEIL CAVUTO, HOST: My next guest may not pal around with Dick Grasso, but today, he is sticking up for Dick Grasso after hearing what folks at the Big Board want to do to him. Get this: the board of the New York Stock Exchange now wants to go after the millions they paid Grasso to run the financial powerhouse. T.J. Rodgers says a deal is a deal is a deal, and that Dick Grasso’s money is his.

The chairman and CEO of Cypress Semiconductor, never shy about being controversial, joins us now from San Jose, California.

Sir, always good to see you. Happy New Year.


CAVUTO: T.J., let me get right to the point. Now, the regulators here are saying -- that is, both the SEC and -- he’s not a regulator, but the overseer, if you will, Eliot Spitzer, in New York -- that the not-for-profit laws in the state of New York are such that the board made a mistake and that Dick Grasso made a mistake. That is the old board, the old chairman, Dick Grasso, and it’s time to pay up.

You don’t agree. Why?

RODGERS: Well, absolutely not. He took away a huge amount of money. First of all, let me just say that I think Dick Grasso was overpaid and I think the board made a mistake paying him too much. And the compensation committee of that board has all been fired, and that’s all fine with me.

But the issue is whether or not we can take deferred compensation. This is not a severance package. This is what the guy earned, approximately $20 million a year over years, and didn’t take out. And then when he left, he was saying, give me my pay for the last X years.

And they are trying to retroactively go back years and take pay away from the guy. That is ridiculous. His pay on an average year was in the $20-plus million range. It’s about what the heads of Goldman Sachs and the other big banks in New York get. So they paid him like that, and he let the money pile up rather than taking it out. Why would they try to retroactively take away his pay?

CAVUTO: But T.J., the distinction that they draw here -- and free marketers probably agree with you -- but the distinction that they draw is this isn’t Goldman Sachs, this isn’t Morgan Stanley. This is a quasi-public institution that has sort of oversight responsibilities akin to like a federal reserve, and that you shouldn’t be even entertaining packages of this size.

So that the board made a mistake when it offered it, and Dick Grasso made a mistake when he accepted it. What do you say?

RODGERS: I think he got paid too much. I think the guys on the board who got fired for paying him too much deserved to go. But they made a deal, it was a deal, it was legal, and the guy earned the money years ago.

And now to go back and say the money you earned four years ago we’re going to keep because we decided after the fact you earned too much money, that is ridiculous. Don’t contracts mean anything in the country anymore?

CAVUTO: So you are worried that maybe with the best of intentions, overseers, regulators, whatever you want to call them, are getting too zealous here.

RODGERS: Well, it seems to me, Spitzer must be running for something. And of course, skewering rich guys who earn too much money is a good way to get the populous to rise up for you, but we shouldn’t be mixing politics with the rule of law.

This guy had a fair and square contract. It was carefully considered by the board. They made a mistake of saying, you are equivalent to these other guys who earn a lot of money, and that was an error for which they paid. But to take the man’s money back because you don’t like the result is ridiculous.

CAVUTO: All right. T. J. Rogers, always a pleasure. Always appreciate your frankness in this new year as well. Thank you very much.

RODGERS: Thank you.

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