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This excerpt taken from the BORL DEF 14A filed Apr 17, 2008. DIRECTOR
COMPENSATION
It is the general policy of the Board that compensation for
non-employee directors should be a mix of cash and equity-based
compensation. Other than as provided below, there were no other
arrangements pursuant to which any director was compensated
during the year ended December 31, 2007 for service as a
director. We do not provide any retirement benefits or other
perquisites to our directors.
Fees
In 2007, we paid cash fees to each non-employee director for his
services. Fees paid include an annual retainer of $20,000, paid
in quarterly installments of $5,000. The annual retainer is
prorated if a director serves for only a portion of a year. In
addition, directors are paid a flat fee for attendance at each
meeting of our Board and for attendance at each meeting of a
Board committee on which they serve as follows:
Table of Contents
Tod Nielsen, the sole employee director, receives no additional
cash compensation for his service on our Board or any Board
committee. All directors are reimbursed for their expenses in
connection with their service on the Board and its committees.
Stock
Options
Initial Grant. At the time of his or her
initial election or appointment to the Board, each new
non-employee Board member automatically receives an option grant
for 30,000 shares of our common stock.
Annual Grant. On the first trading day in July
of each year, each individual who is at that time serving as a
non-employee Board member receives one or more automatic stock
option grants in accordance with the following formula:
(i) each non-employee Board member on that annual grant
date receives an option for 12,500 shares of our common
stock, except that the chairperson of our Board receives an
option grant for 17,500 shares;
(ii) each non-employee Board member who is serving as a
member of any of our Board committees also receives an
additional option grant for 1,000 shares of our common
stock for each committee on which he or she is serving on the
annual grant date; and
(iii) each non-employee Board member who is also serving as
the chairperson of any Board committee at that time receives an
additional option grant for 1,000 shares of our common
stock for each committee on which he or she is serving as
chairperson on the annual grant date.
There is no limit on the number of annual option grants any one
eligible non-employee Board member may receive over his or her
period of continued Board service.
Each automatic grant has an exercise price equal to the fair
market value per share of our common stock on the grant date and
has a maximum term of ten years, subject to early termination
upon the later of: (i) twelve months after the date of the
optionee’s cessation of Board service for any reason; or
(ii) three months after the date the optionee is first free
to sell shares of Company stock without contravention of
applicable federal and state securities laws. Each non-employee
director option is immediately exercisable for all of the shares
subject to the option. However, any unvested shares purchased
under such option will be subject to repurchase by us, at the
lower of the exercise price paid per share or the fair market
value per share, should the optionee cease Board service prior
to vesting in those shares.
The shares subject to each initial and annual automatic option
grant vests over a three year period as follows: one-third of
those option shares vest upon the optionee’s completion of
one year of Board service measured from the grant date of that
option, and the remaining two-thirds of the option shares vest
in equal monthly installments over the following two years,
subject to the director’s continued service on the Board.
However, the vesting of the shares subject to each initial and
annual option grant accelerate and become 100% vested should we
experience a change in control or should the optionee die or
become disabled during his or her period of Board service.
This excerpt taken from the BORL DEF 14A filed Apr 30, 2007. DIRECTOR
COMPENSATION
It is the general policy of the Board that compensation for
non-employee directors should be a mix of cash and equity-based
compensation. Other than as provided below, there were no other
arrangements pursuant to which any director was compensated
during the year ended December 31, 2006 for service as a
director. We do not provide any retirement benefits or other
perquisites to our directors.
Fees
In 2006, we paid cash fees to each non-employee director for his
services. Fees paid include an annual retainer of $20,000, paid
in quarterly installments of $5,000 and a flat fee, subject to
certain fee caps described in the footnote to the table below,
for attendance at each meeting of our Board and for attendance
at each meeting of a Board committee on which they serve as
follows:
Table of Contents
Starting in January 2007, the number of meetings for which
non-employee directors are paid for attending will no longer be
capped. The Compensation Committee and Board reviewed
non-employee director compensation in December 2006, and the
Board approved this change. No other changes were made.
Tod Nielsen, the sole employee director, receives no additional
cash compensation for his service on our Board or any Board
committee. All directors are reimbursed for their expenses in
connection with their service on the Board and its committees.
Stock
Options
Under the automatic option grant program in effect under our
2002 Stock Incentive Plan, eligible non-employee members of our
Board receive a series of option grants over their period of
Board service. Those option grants are as follows:
Initial Grant. At the time of his or her
initial election or appointment to the Board, each new
non-employee Board member automatically receives an option grant
for 30,000 shares of our common stock.
Annual Grant. On the first trading day in July
of each year, each individual who is at that time serving as a
non-employee Board member receives one or more automatic stock
option grants in accordance with the following formula:
(i) each non-employee Board member on that annual grant
date receives an option for 12,500 shares of our common
stock, except that the chairperson of our Board receives an
option grant for 17,500 shares;
(ii) each non-employee Board member who is serving as a
member of any of our Board committees also receives an
additional option grant for 1,000 shares of our common
stock for each committee on which he or she is serving on the
annual grant date; and
(iii) each non-employee Board member who is also serving as
the chairperson of any Board committee at that time receives an
additional option grant for 1,000 shares of our common
stock for each committee on which he or she is serving as
chairperson on the annual grant date.
There is no limit on the number of annual option grants any one
eligible non-employee Board member may receive over his or her
period of continued Board service.
Each automatic grant has an exercise price equal to the fair
market value per share of our common stock on the grant date and
has a maximum term of ten years, subject to early termination
upon the later of: (i) twelve months after the date of the
optionee’s cessation of Board service for any reason; or
(ii) three months after the date the optionee is first free
to sell shares of Company stock without contravention of
applicable federal and state securities laws. Each non-employee
director option is immediately exercisable for all of the shares
subject to the option. However, any unvested shares purchased
under such option will be subject to repurchase by us, at the
lower of the exercise price paid per share or the fair market
value per share, should the optionee cease Board service prior
to vesting in those shares.
The shares subject to each initial and annual automatic option
grant vests over a three year period as follows: one-third of
those option shares vest upon the optionee’s completion of
one year of Board service measured from the grant date of that
option, and the remaining two-thirds of the option shares vest
in equal monthly installments over the following two years,
subject to the director’s continued service on the Board.
However, the vesting of the shares subject to each initial and
annual option grant accelerate and become 100% vested should we
experience a change in control or should the optionee die or
become disabled during his or her period of Board service.
Table of Contents
This excerpt taken from the BORL DEF 14A filed May 8, 2006. DIRECTOR COMPENSATION
It is the general policy of the Board that compensation for non-employee directors should be a mix of cash and equity-based compensation. Other than as provided below, there were no other arrangements pursuant to which any director was compensated during the year ended December 31, 2005 for service as a director. We do not provide any retirement benefits or other perquisites to our directors.
This excerpt taken from the BORL 10-K filed May 2, 2006. Director Compensation It is the general policy of our Board of Directors that compensation for non-employee directors should be a mix of cash and equity-based compensation. Other than as provided below, there were no other arrangements pursuant to which any director was compensated during the year ended December 31, 2005 for service as a director. We do not provide any retirement benefits or other perquisites to our directors. | EXCERPTS ON THIS PAGE:
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