MRVL » Topics » Director Compensation Table-Fiscal 2008

This excerpt taken from the MRVL DEF 14A filed Jun 2, 2008.

Director Compensation Table—Fiscal 2008

        The following table details the total compensation paid to our non-employee directors in fiscal 2008.

Director

  Fees Earned
or Paid in Cash($)

  Option
Awards($)(1)(2)

  All Other
Compensation($)

  Total($)
Kuo Wei (Herbert) Chang   67,990   150,471     218,461
Dr. Paul R. Gray(3)   122,788   150,471     273,259
Dr. Juergen Gromer(4)   23,752   32,896 (5)   56,648
Douglas King(6)   88,250   32,350 (7)   120,600
Arturo Krueger   352,987 (8) 283,678 (9)   636,665
Michael Sophie(10)   15,927   (11)   15,927

(1)
Amounts listed in this column represent the compensation expense of option awards we recognized, before forfeitures, under SFAS No. 123 (revised 2004), "Share Based Payment" ("SFAS 123R") for fiscal 2008, rather than amounts paid to or realized by the named individual, and includes expense recognized for awards granted prior to fiscal 2008. Please refer to Notes 1 and 9 of the notes to our consolidated financial statements included in our 2008 Annual Report on Form 10-K for the fiscal year ended February 2, 2008 for the underlying assumptions for this expense. There can be no assurance that options will be exercised (in which case no value will be realized by the individual) or that the value on exercise will approximate the compensation expense we recognized.

(2)
The following table provides the number of common shares subject to outstanding options held at February 2, 2008 for each director, as applicable:

Name

  Number of Shares Underlying Unexercised Options(#)
 
Kuo Wei (Herbert) Chang   240,000  
Dr. Paul R. Gray   148,000  
Dr. Juergen Gromer   50,000  
Douglas King   0 *
Arturo Krueger   112,000  
Michael Sophie   0 *

      *
      All unvested options were cancelled upon resignation and any vested and unexercised options expired when the post-termination exercise period lapsed.

(3)
Dr. Gray resigned from our board of directors effective as of April 11, 2008.

(4)
Dr. Gromer was appointed to our board of directors effective as of October 26, 2007.

(5)
The grant date fair value of the 50,000 options granted to Dr. Gromer on October 26, 2007 under SFAS 123R is $364,180.

(6)
Mr. King resigned from our board of directors effective as of October 19, 2007.

(7)
After Mr. King resigned, 156,800 options were either cancelled because the options were unvested, or if the options were vested, expired unexercised when the post-termination exercise period lapsed. On October 19, 2007, Mr. King exercised 27,200 options and realized $165,784 of gain upon exercise of those options based on a market closing price of $17.48 on the date of exercise. The gain equals the number of options exercised multiplied by the market closing price of the

10


    shares on the day of exercise minus the number of options exercised multiplied by the option exercise price.

(8)
Amounts include special committee fees earned during fiscal 2008 of $216,250 and special committee fees earned during fiscal 2007 of $60,000.

(9)
The grant date fair value of the 12,000 options granted to Mr. Krueger on October 19, 2007 under SFAS 123R is $90,671.

(10)
Mr. Sophie was appointed to our board of directors effective as of October 19, 2007 and resigned effective as of December 6, 2007.

(11)
Mr. Sophie was granted 50,000 options on October 19, 2007, and since no options were vested when he resigned, all unvested options were cancelled and we did not recognize any expense for these options.
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