This excerpt taken from the OPLK DEF 14A filed Oct 6, 2006.
Compensation of Directors
Fiscal 2006 Compensation
During our fiscal year ended June 30, 2006, each non-employee director of the Company received an annual retainer of $20,000, payable on a quarterly basis. The members of the Board of Directors are also eligible for reimbursement for their expenses incurred in attending Board meetings in accordance with Company policies.
Each non-employee director of the Company also receives stock option grants under our 2000 Equity Incentive Plan (the 2000 Plan). Option grants under the 2000 Plan are non-discretionary. On the day of each annual meeting of stockholders, each non-employee director who is elected at such annual meeting is automatically granted an option to purchase 10,285 shares of Common Stock of the Company under the 2000 Plan. These grants vest on a monthly basis over such non-employee directors three-year term of office. Any non-employee director who is elected or appointed to the Board of Directors during a three-year term will automatically be granted an option to purchase a pro rata portion of shares based on the number of months remaining in the term. The exercise price of options granted under the 2000 Plan will be equal to the fair market value of the Common Stock on the date of the option grant. The term of options granted is ten years and must be exercised within two years after the optionee ceases providing services to the Company, but in no event later than the expiration of the options term. In the event of a merger of the Company with or into another corporation, or a sale of substantially all of the Companys assets or other change-in-control transaction involving the Company, each option held by a non-employee director granted under the automatic provisions of the 2000 Plan shall immediately vest in full.
In addition to the above automatic option grants to non-employee directors under the Companys 2000 Plan, non-employee directors also received a one-time option grant in 2002 of 2,142 shares of Common Stock under the 2000 Plan for each committee on which they were appointed to serve (other than special committees established for certain limited purposes). These additional option grants vested on a monthly basis over a two-year period.
Changes to Cash Compensation for Fiscal 2007
During the fourth quarter of fiscal 2006, the Board and the Compensation Committee retained an independent consultant to evaluate the Companys compensation practices with respect to its directors and executive officers. Based largely on the findings and recommendations of the independent consultant, and to more appropriately reflect the responsibilities of the non-employee directors and the compensation practices at peer companies, in June 2006, the Compensation Committee recommended to the Board, and the Board approved, a change to the cash compensation for the Companys non-employee directors. Effective as of July 3, 2006, the first day of the Companys 2007 fiscal year, the annual cash compensation of the Companys non-employee directors is as follows:
Based on the foregoing, and based on the roles and committee assignments of each of the directors, it is expected that the total cash fees payable to each of the Companys non-employee directors during fiscal 2007 will be as follows:
No changes were made to the equity compensation of the Companys directors, which remains as described above under Fiscal 2006 Compensation.