Departing Apple executive Tony Fadell is getting a pretty nice deal to stay on as an advisor and not go to any other company, an SEC filing reveals. Specifically, he’ll be getting a $300,000 annual salary and restricted stock options that are potentially worth millions.

Apple confirmed yesterday that Fadell, its senior vice president of the iPod Division, was stepping down. The reason the company gave for the departure is that Fadell wanted to spend more time with his young family. His wife, who also worked for Apple, is leaving as well. But Apple also announced that Fadell would remain affiliated with the company as an advisor to chief executive Steve Jobs, a gig which apparently pays very well.

Of course, “restricted” is the key word for the stock options. Fadell’s 77,500 options won’t vest until March 24, 2010, which means that if he were to leave, he’d forfeit the right to those millions of dollars. That means that Microsoft or whoever else might want to get their hands on the man who has been hailed as the “father of the iPod” won’t be getting access to him anytime soon.

This key part of the filing:

On November 3, 2008, Tony Fadell, Senior Vice President, iPod Division of the Company became Special Advisor to the Company’s Chief Executive Officer. In this new position, Mr. Fadell no longer will be an executive officer of the Company. In connection therewith, Mr. Fadell and the Company have entered into a Transition Agreement and a Settlement Agreement and Release (the “Transition Agreement” and the “Settlement Agreement,” respectively), under which Mr. Fadell will receive a salary of three hundred thousand dollars annually, and will be entitled to bonus and other health and welfare benefits generally available to other senior managers for the duration of the Transition Agreement, which remains in effect until March 24, 2010. The Transition Agreement also provides for the cancellation of outstanding and unvested 155,000 restricted stock units held by Mr. Fadell. Upon approval by the Compensation Committee of the Company’s Board of Directors, Mr. Fadell will be granted 77,500 restricted stock units that will vest in full on March 24, 2010, subject to his continued employment with the Company through the vesting date and further subject to accelerated vesting if the Company terminates his employment without cause. The restricted stock units are payable upon vesting in shares of the Company’s common stock on a one-for-one basis. The Settlement Agreement includes Mr. Fadell’s release of claims against the Company and agreement not to solicit the Company’s employees for one year following the termination of his employment.

[photo: flickr/re-ality]