CNU » Topics » Compensation of Directors

This excerpt taken from the CNU DEF 14A filed Feb 9, 2009.
Compensation of Directors
 
Our Compensation Committee recommends director compensation to the Board. In developing its recommendation, the Compensation Committee strives to set a mix of cash and equity-based compensation in amounts which fairly compensate the directors for their expected time commitments and responsibilities in serving on the Board and which aligns the directors’ interests with the long term interests of shareholders. In Fiscal 2008, each of our non-employee directors received a cash retainer of $25,000 for his service on the Board. In addition, for Fiscal 2008, the Chairman of each of the Nominating Committee and the Compensation Committee received an additional cash retainer of $2,500 and the Chairman of the Audit Committee received an additional cash retainer of $5,000. Also, each of our non-employee Board members were granted fully vested options to purchase 25,000 shares of common stock during Fiscal 2008. In May 2008, the cash retainer for non-employee directors serving on the Board was increased to $30,000, the additional cash retainers for the Chairman of each of the Nominating Committee and the Compensation Committee were increased to $5,000 and the additional cash retainer for the Chairman of the Audit Committee was increased to $10,000. The options to be granted annually to non-employee directors remained unchanged.
 
This excerpt taken from the CNU DEF 14A filed Jan 8, 2008.
Compensation of Directors
 
Continucare’s Compensation Committee recommends director compensation to the Board. In developing its recommendation, the Compensation Committee strives to set a mix of cash and equity-based compensation in


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amounts which fairly compensate the directors for their expected time commitments and responsibilities in serving on the Board and which aligns the directors’ interests with the long term interests of shareholders. In Fiscal 2007, each of Continucare’s non-employee directors received a cash retainer of $20,000 for his service on the Board. In addition, for Fiscal 2007, the Chairman of each of the Nominating Committee and the Compensation Committee received an additional cash retainer of $2,500 and the Chairman of the Audit Committee received an additional cash retainer of $5,000. Also, each of Continucare’s non-employee Board members were granted fully vested options to purchase 25,000 shares of common stock during Fiscal 2007.
 
Effective October 1, 2006, Continucare appointed Luis Cruz, M.D. to its Board of Directors and entered into a one-year employment agreement with Dr. Cruz pursuant to which Dr. Cruz was employed as Vice Chairman of Continucare’s Board of Directors at an annual salary of $225,000. Dr. Cruz was re-elected as a director at Continucare’s annual meeting of shareholders on February 7, 2007. Dr. Cruz’s employment agreement expired effective October 1, 2007 and while he is no longer an employee, he continues to serve as Vice Chairman of the Board of Directors. Pursuant to Dr. Cruz’s employment agreement, Dr. Cruz was granted options to acquire 100,000 shares of Continucare’s common stock at a per share exercise price of $2.59. The options vest ratably over a term of four years and have a term of ten years from the date of the grant. In October 2007, 75,000 unvested options were cancelled upon Dr. Cruz’s termination of employment.
 
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