Blockbuster's stock dropped 47 percent last year, although about half of that loss was offset by a one-time dividend paid to shareholders. And last week, the company gave up plans to acquire its largest competitor.

Antioco, 55, also chairman of the Dallas-based company, received a 17 percent salary increase, to $2.05 million, plus a $5 million bonus, and about $153,000 in other compensation.

Blockbuster said that on Oct. 21, Antioco got 1.73 million restricted shares that vest in 2006 and 2007 and are payable in cash when he leaves the company. It valued the shares at $7.01 each — or $12.1 million — based on the average closing prices of its Class A and Class B stock at the time of the grant.

Less than two months later, Antioco got another 1.65 million restricted shares in exchange for the cancelation of previous options, the company said. Blockbuster valued those shares at $14.7 million, or $8.90 each, based on the closing price Class A shares at the time. The shares vest by the end of next year.

The additional 5 million options — 32.3 percent of all options for Blockbuster employees last year — could be worth $25.5 million if the shares gain 5 percent a year or $64.7 million if they rise 10 percent a year, the company said. The options expire in 2014.

Karen Raskopf, a Blockbuster vice president, said the package was crafted with the help of two outside consulting firms. "This package was designed to keep John with the company and keep him focused on the company for the next five years," Raskopf said.

Michael Pachter, an analyst with Wedbush Morgan Securities, said the pay package was fair deal given Antioco's challenges to make Blockbuster competitive with Netflix, video-on-demand from cable TV operators and cheap DVDs in stores.

"Look at Blockbuster. It's realistic that if managed poorly, it could go out of business," Pachter said. "He's done a lot to maintain the business and he's taking steps to grow it."

Michael Graham of consultants Pearl Meyer & Partners, which advised Blockbuster on Antioco's package, said it was comparable to pay for CEOs of other large retailers. Antioco's package was deliberately weighted heavily in stock so "if it goes up, he will be very well-paid, and so will the shareholders," he said.

The size of the compensation package contrasted sharply with the company's announcement less than two weeks ago that Antioco would give up about $750,000 in deferred compensation to help the company control costs.

Blockbuster is trying to cut costs while it invests $70 million in its online movie-ordering system that competes with Netflix and Wal-Mart. The three rivals have been locked in a price war that has driven monthly rates down sharply in recent months.

Blockbuster lost $1.25 billion last year as sales grew 4 percent, to $6.05 billion, and company officials said recently that operating income will be flat this year.

Last week, Antioco announced that Blockbuster was giving up its effort to buy Hollywood Entertainment Corp., which will likely be purchased by Movie Gallery Inc., creating a new and larger competitor to industry leader Blockbuster. Antitrust regulators had raised objections to a Blockbuster-Hollywood combination.