OCNW » Topics » Director Compensation

This excerpt taken from the OCNW DEF 14A filed Jul 6, 2006.

Director Compensation

We currently compensate directors in cash for their service as members of our Board of Directors, in addition to reimbursing directors for all reasonable expenses incurred by them in attending Board and committee meetings. We currently compensate our directors $4,000 per quarter for service on the Board, $1,000 for each meeting they attend in person, and $250 for each meeting they attend telephonically.

In fiscal 2005, non-employee directors were eligible to receive option grants under the Automatic Option Grant Program in effect under our amended and restated 2000 Stock Incentive Plan. Each individual who first joined our Board as a non-employee director received, at the time of such initial election or appointment, an automatic option grant to purchase 750 shares of our common stock, provided such person had not previously been in our employ. In addition, on the date of each annual stockholders meeting, each individual who was to continue to serve as a non-employee Board member, whether or not such individual was standing for re-election at that particular annual meeting, was granted an option to purchase 250 shares of common stock, provided such individual had served as a non-employee Board member for at least six months. Directors who were also employees were eligible to receive options and be issued shares of common stock directly under our amended and restated 2000 Stock Incentive Plan. As noted in the table below, in fiscal 2005 we granted options to certain of our directors under the Discretionary Option Grant Program under the amended and restated 2000 Stock Incentive Plan. In connection with their receipt of such options, all such directors who were serving as non-employee directors at the time of last year’s annual meeting have waived their right to receive the automatic option grant to purchase 250 shares that they were otherwise entitled to receive at the 2005 annual meeting, and with respect to Brian H. Strom, he has waived the automatic option grant to purchase 750 shares that he was otherwise entitled to receive upon becoming a member of our Board of Directors in May 2006.

Each grant under the Automatic Option Grant Program or otherwise under the amended and restated 2000 Stock Incentive Plan had an exercise price per share not less than the fair market value per share of our common stock on the grant date, and had a maximum term of ten years, subject to earlier termination if such individual ceased to serve as a member of our Board of Directors.

 

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Table of Contents

In May 2006, our Board of Directors approved the 2006 Equity Incentive Plan, which replaced our 2000 Stock Incentive Plan. Going forward, subject to stockholder approval at the annual meeting, option grants to our directors will be made under the 2006 Equity Incentive Plan. Under the 2006 Equity Incentive Plan, each non-employee director who is not the beneficial owner of more than 5% of Occam’s outstanding capital stock (a “non-owner director”) will be automatically granted an option to purchase 16,250 shares of our common stock upon the date on which such individual becomes a director, provided such individual has not previously been in our employ. In addition, beginning in fiscal 2007, at each of our annual stockholders meetings, each director who was a non-owner director on the date of the prior year’s annual meeting will be automatically granted an option to purchase 5,000 shares of our common stock. Directors who are also employees are eligible to receive options and be issued shares of common stock directly under the 2006 Equity Incentive Plan.

Each grant to our directors under the 2006 Equity Incentive Plan will have an exercise price per share not less than the fair market value per share of our common stock on the grant date, and will have a maximum term of ten years, subject to earlier termination if the individual ceases to serve as a member of our Board of Directors.

The following table sets forth options granted to our non-employee directors under our amended and restated 2000 Stock Incentive Plan during the fiscal year ended December 25, 2005 and through May 17, 2006:

 

     Director Grants

Name

   Grant Date    Number of
Securities Underlying
Options Granted
   Vesting
Commencement
Date (1)
   Exercise
Price Per
Share
   Expiration
Date

Robert E. Bylin

   09/21/05    625    09/21/05    $ 11.00    09/21/15
   04/27/06    5,000    04/27/06    $ 20.75    04/27/16

Kenneth R. Cole

   01/18/05    11,250    11/29/04    $ 4.20    01/17/15
   09/21/05    625    09/21/05    $ 11.00    09/21/15
   04/27/06    5,000    04/27/06    $ 20.75    04/27/16

Thomas E. Pardun

   09/21/05    625    09/21/05    $ 11.00    09/21/15
   04/27/06    5,000    04/27/06    $ 20.75    04/27/16

Brian H. Strom

   05/17/06    16,250    05/17/06    $ 19.00    05/17/16

(1) Each option vests at the rate of 25% vesting on the first anniversary of the vesting commencement date and the remaining 75% vesting in 36 equal monthly installments.
This excerpt taken from the OCNW 10-K filed May 19, 2006.

Director Compensation

We currently compensate directors in cash for their service as members of our board of directors, in addition to reimbursing directors for all reasonable expenses incurred by them in attending board and committee meetings. We currently compensate our directors $4,000 per quarter for service on the board, $1,000 for each meeting they attend and $250 for each ad hoc telephone meeting.

In fiscal 2005, non-employee directors were eligible to receive option grants under the Automatic Option Grant Program in effect under our amended and restated 2000 Stock Incentive Plan. Under such program, each individual who first joined our board as a non-employee director received, at the time of such initial election or appointment, an automatic option grant to purchase 750 shares of our common stock, provided such person had not previously been in our employ. In addition, on the date of each annual stockholders meeting, each individual who was to continue to serve as a non employee board member, whether or not such individual was standing for reelection at that particular annual meeting, was be granted an option to purchase 250 shares of common stock, provided such individual had served as a non-employee board member for at least six months. Directors who were also employees were eligible to receive options and be issued shares of common stock directly under our amended and restated 2000 Stock Incentive Plan. As noted in the table below, in fiscal 2005 we granted options to certain of our directors under the Discretionary Option Grant Program under the amended and restated 2000 Stock Incentive Plan.

Each grant under the Automatic Option Grant Program or the amended and restated 2000 Stock Incentive Plan had an exercise price per share not less than the fair market value per share of our common stock on the grant date, and had a maximum term of ten years, subject to earlier termination if such individual ceases to serve as a member of our board of directors.

In May 2006, our board of directors approved the 2006 Equity Incentive Plan, which replaced our amended and restated 2000 Stock Incentive Plan. Going forward, option grants to our directors will be made under the 2006 Equity Incentive Plan. Under the 2006 Equity Incentive Plan, each non-employee director will be automatically granted an option to purchase 20,000 shares of our common stock upon the date on which such individual becomes a director, provided such individual has not previously been in our employ. In addition, beginning in fiscal 2007, at each of our annual stockholders meetings, each non-employee director who was a non-employee director on the date of the prior year’s annual meeting will be automatically granted an option to purchase 5,000 shares of our common stock. Directors who are also employees are eligible to receive options and be issued shares of common stock directly under the 2006 Equity Incentive Plan.

Each grant to our directors under the 2006 Equity Incentive Plan will have an exercise price per share not less than the fair market value per share of our common stock on the grant date, and will have a maximum term of ten years, subject to earlier termination if the individual ceases to serve as a member of our board of directors.

The following table sets forth options granted to our non-employee directors under our amended and restated 2000 Stock Incentive Plan during the year ended December 25, 2005 and through May 17, 2006.

 

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     Director Grants

Name

   Grant Date    Number of
Securities
Underlying
Options Granted
   Vesting
Commencement
Date
   Exercise
Price Per
Share
   Expiration
Date

Robert E. Bylin (1)

   09/21/05    625    09/21/05    $ 11.00    09/21/15
   04/27/06    5,000    04/27/06    $ 20.75    04/27/16

Kenneth R. Cole (1)

   01/18/05    11,250    11/29/04    $ 4.20    01/17/15
   09/21/05    625    09/21/05    $ 11.00    09/21/15
   04/27/06    5,000    04/27/06    $ 20.75    04/27/16

Thomas E. Pardun (1)

   09/21/05    625    09/21/05    $ 11.00    09/21/15

Brian H. Strom (1)

   05/17/06    16,250    05/17/06    $ 19.00    05/17/16

(1) Each option vests at the rate of 25% vesting on the first anniversary of the grant date and the remaining 75% vesting in 36 equal monthly installments.
This excerpt taken from the OCNW DEF 14A filed May 24, 2005.

Director Compensation

 

We currently compensate directors in cash for their service as members of our board of directors, in addition to reimbursing directors for all reasonable expenses incurred by them in attending board and committee meetings. We currently compensate our directors $4,000 per quarter for service on the board, $1,000 for each meeting they attend and $250 for each ad hoc telephone meeting.

 

Under the Automatic Option Grant Program in effect under our amended and restated 2000 Stock Incentive Plan, each individual who first joins our board as a non-employee director will receive, at the time of such initial election or appointment, an automatic option grant to purchase 30,000 shares of our common stock, provided such person has not previously been in our employ. In addition, on the date of each annual stockholders meeting, each individual who is to continue to serve as a non-employee board member, whether or not such individual is standing for re-election at that particular annual meeting, will be granted an option to purchase 10,000 shares of common stock, provided such individual has served as a non-employee board member for at least six months. Directors who are also employees are eligible to receive options and be issued shares of common stock directly under our amended and restated 2000 Stock Incentive Plan. As noted in the table below, in fiscal 2004 we granted options to purchase up to 450,000 shares of common stock to directors Robert E. Bylin, Thomas E. Pardun and Kenneth R. Cole under the Discretionary Option Grant Program under the amended and restated 2000 Stock Incentive Plan. In connection with their receipt of such options, Messrs. Bylin, Pardun and Cole have each waived their right to receive the automatic option grant to purchase 30,000 shares of common that they were entitled to receive upon becoming a member of our board of directors.

 

Each grant under the Automatic Option Grant Program or the amended and restated 2000 Stock Incentive Plan will have an exercise price per share not less than the fair market value per share of our common stock on the grant date, and will have a maximum term of ten years, subject to earlier termination should optionee cease to serve as a member of our board of directors.

 

The following table sets forth options granted to our non-employee directors during the year ended December 31, 2004 and the first quarter of our year ending December 31, 2005:

 

     Director Grants

Name


   Grant Date

   Number of
Securities
Underlying
Options Granted


   Vesting
Commencement
Date(1)


   Exercise
Price Per
Share


   Expiration
Date(2)


Steven M. Krausz

   10/08/04    10,000    10/08/04    $ 0.090    10/07/14

Thomas C. McConnell (4)

   10/08/04    10,000    10/08/04    $ 0.090    10/07/14

Robert B. Abbott

   10/08/04    10,000    10/08/04    $ 0.090    10/07/14

Robert E. Bylin (3)

   09/17/04    450,000    09/17/04    $ 0.095    09/22/14

Thomas E. Pardun (3)

   09/17/04    450,000    09/17/04    $ 0.095    09/22/14

Kenneth R. Cole (3)

   01/18/05    450,000    11/29/04    $ 0.105    01/17/15

Tom Frederick (4)

   01/23/04    150,000    01/23/04    $ 0.150    01/23/14

(1) Unless otherwise indicated each option will vest as follows: 50% on the six-month anniversary of the grant date and 50% on the one-year anniversary of the grant date.

 

(2) Each option will expire on the tenth anniversary of the date of grant.

 

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(3) Messrs. Pardun and Bylin became members of our board of directors in October 2004 and Mr. Cole in December 2004. Each of their respective options vest at the rate of 25% commencing on the first anniversary of the grant date and the remaining 75% will become exercisable in 36 equal monthly installments.

 

(4) Mr. Frederick resigned from the board in September 2004 and Mr. McConnell resigned from the board in October 2004. Each of the options included in the table above that were granted to Messrs. Frederick and McConnell terminated unexercised following their resignations from the board.

 

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