COMS » Topics » Total Cash Compensation Paid to Each Non-Employee Director During Fiscal 2005

This excerpt taken from the COMS DEF 14A filed Aug 26, 2005.
Total Cash Compensation Paid to Each Non-Employee Director During Fiscal 2005

 

Gary T. DiCamillo

$ 60,625

James R. Long

$ 58,750

Raj Reddy

$ 42,750

Julie St. John

$ 51,250

David C. Wajsgras

$ 60,625

Paul G. Yovovich

$ 68,375

 

Non-employee directors receive options to purchase common stock pursuant to the 2003 Stock Plan. The 2003 Stock Plan provides for the initial grant of an option to purchase shares of our common stock to each non-employee director, with a maximum of 120,000 shares to be subject to each such option (or 160,000 shares for the "lead" director or Chairman of the Board). Additionally, at the time an initial grant is made to a new director, he or she also receives an option grant for a number of shares equal to the number of shares subject to the annual renewal grants made to continuing directors, described below, pro-rated to reflect the number of full months of service remaining prior to the next annual stockholder meeting. For continuing directors, an annual renewal grant is made effective with each regularly scheduled company annual stockholder meeting, subject to the same share limits described for initial grants. The actual number of shares to be subject to the options granted for Board of Directors and committee service is established by a committee of employee directors. All options granted have a seven-year term, and the initial grant vests 25% on each anniversary date of the grant and the pro rated grant and annual renewal grant vest over two years with the first 50% vesting one year after grant and the remaining 50% vesting two years after grant as long as the option holder continues to serve on the Board.

 

During fiscal 2005, options were granted to non-employee directors under the 2003 Stock Plan for the following number of shares and at the per share exercise prices shown:

 

Non-Employee Director

 

 

Initial Grant

 

 

Pro Rata Grant

 

 

Annual Grant

 

 

Exercise Price

 

Gary T. DiCamillo

 

 

 

39,750

 

$

4.32

James R. Long

 

 

 

39,750

 

 

4.32

Raj Reddy

 

 

 

39,750

 

 

4.32

David C. Wajsgras

 

 

 

39,750

 

 

4.32

Paul G. Yovovich

 

 

 

54,000

 

 

4.32

Julie St. John

 

79,500

 

6,625

 

 

 

4.99

 

Mr. Benhamou, who served as our employee Chairman of the Board during Fiscal 2005, is eligible for annual stock option grants at a level commensurate with his current duties. In fiscal 2005, Mr. Benhamou was granted an option to purchase 75,000 shares of our common stock with an exercise price equal to $4.32 per share. As noted above, effective June 3, 2005, Mr. Benhamou ceased to be an employee. Mr. Benhamou will continue to receive options to purchase shares of our common stock in connection with his service as our non-employee Chairman of the Board.

 

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