This excerpt taken from the BRCD DEF 14A filed Feb 25, 2008.
AMENDMENT OF THE 1999 DIRECTOR OPTION PLAN
We are asking our stockholders to approve an amendment to and restatement of the 1999 Director Option Plan (the Plan). The Compensation Committee, on behalf of our Board of Directors (Board), has approved the amendment, subject to approval from our stockholders at the Annual Meeting. If the stockholders approve the amendment, it will modify the current version of the Plan. Otherwise, the current version of the Plan will remain in effect. All of our non-employee directors (Outside Directors), to the extent that they may receive additional awards under the Plan in the future, have an interest in the proposal.
We are proposing to amend and restate the Plan so that we can continue to use the Plan to attract and retain the best available personnel for service as Outside Directors and to encourage their continued service on our Board. Currently, an Outside Director receives an automatic and non-discretionary initial stock option grant upon becoming an Outside Director and a subsequent annual grant upon each anniversary of the date he or she became an Outside Director. The following represents a brief summary of the material changes to the Plan:
The following table provides a summary of grants under the current Plan compared to the Plan as proposed to be amended and is qualified by the greater detail below and the terms of the Plan itself:
We believe strongly that the approval of the Plan is essential to our continued success. Stock-based awards are vital to our ability to attract and retain outstanding and highly skilled individuals to serve on the Board. With
increasing workloads, greater exposure and more stringent independence standards, recruiting and retaining Board members has become challenging. Concerns over executive compensation are drawing greater attention to corporate governance, Board independence and Board compensation; the SECs new disclosure rules will bring greater visibility and scrutiny to Board and executive compensation. The Board believes that the Plan is necessary so that the Company can continue to provide meaningful, long-term equity based incentives to present and future Outside Directors.