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This excerpt taken from the PINN DEF 14A filed Jul 2, 2008. 2007 Director
Compensation
Non-employee directors currently receive an annual fee of
$20,000. In addition, the chairman of each of the following
committees currently receives the following annual fees: Audit
Committee — $15,000, Compensation Committee
— $5,000 and Nominating and Corporate Governance
Committee — $5,000. Non-employee directors receive a
fee of $1,500 for each Board of Directors or committee meeting
attended in person and a fee of $1,000 for attendance at a Board
of Directors or committee meeting held telephonically. The
Compensation Committee intends to evaluate these fees for 2008
in light of competitor public companies.
Our non-employee directors other than Mr. McGonagle also
received a grant of 2,000 shares of restricted stock as
compensation for their service in 2007. These shares of
restricted stock will vest on the first anniversary of the date
of grant. In connection with his appointment to the Board of
Directors, Mr. McGonagle was granted 4,500 shares of
restricted stock effective August 22, 2007.
Mr. McGonagle’s shares will vest 33%, 33% and 34% on
the first, second and third anniversaries of the date of grant,
respectively. The Compensation Committee has not yet authorized
a grant of equity to non-employee directors for 2008.
Employee directors do not receive compensation for service on
our Board of Directors or committees. Pursuant to our governing
documents, all directors are reimbursed for reasonable
out-of-pocket expenses incurred in attending meetings of the
Board of Directors or committees and for other reasonable
expenses incurred in connection with service on the Board of
Directors and any committees. Each director will be fully
indemnified by us for actions associated with being a member of
our Board of Directors to the extent permitted under Delaware
law as provided in our Second Amended and Restated Certificate
of Incorporation, our Amended and Restated Bylaws and the
indemnification agreements by and between us and each of our
directors.
Table of Contents
These excerpts taken from the PINN 10-K filed Mar 19, 2008. 2007 Director
Compensation
Non-employee directors receive an annual fee of $20,000. In
addition, the chairman of each of the following committees
receives the following annual fees: Audit Committee —
$15,000, Compensation Committee — $5,000 and
Nominating and Corporate Governance
Committee — $5,000. Non-employee directors
receive a fee of $1,500 for each board or committee meeting
attended in person and a fee of $1,000 for attendance at a board
or committee meeting held telephonically. Our non-employee
directors other than Mr. McGonagle also received a grant of
2,000 shares of restricted stock as compensation for their
service in 2007. These shares of restricted stock will vest on
the first anniversary of the date of grant. In connection with
his appointment to the Board of Directors, Mr. McGonagle
was granted 4,500 shares of restricted stock effective
August 22, 2007. Mr. McGonagle’s shares will vest
33%, 33% and 34% on the first, second and third anniversaries of
the date of grant, respectively.
Employee directors do not receive compensation for service on
our board or committees. Pursuant to our amended and restated
securityholders agreement, all directors are reimbursed for
reasonable out-of-pocket expenses incurred in attending meetings
of the board or committees and for other reasonable expenses
incurred in connection with service on the board and any
committees. Each director will be fully indemnified by us for
actions associated with being a member of our board to the
extent permitted under Delaware law as provided in our second
amended and restated certificate of incorporation, our amended
and restated bylaws and the indemnification agreements by and
between us and each of our directors.
2007 Director Compensation
Non-employee directors receive an annual fee of $20,000. In addition, the chairman of each of the following committees receives the following annual fees: Audit Committee — $15,000, Compensation Committee — $5,000 and Nominating and Corporate Governance Committee — $5,000. Non-employee directors receive a fee of $1,500 for each board or committee meeting attended in person and a fee of $1,000 for attendance at a board or committee meeting held telephonically. Our non-employee directors other than Mr. McGonagle also received a grant of 2,000 shares of restricted stock as compensation for their service in 2007. These shares of restricted stock will vest on the first anniversary of the date of grant. In connection with his appointment to the Board of Directors, Mr. McGonagle was granted 4,500 shares of restricted stock effective August 22, 2007. Mr. McGonagle’s shares will vest 33%, 33% and 34% on the first, second and third anniversaries of the date of grant, respectively. Employee directors do not receive compensation for service on our board or committees. Pursuant to our amended and restated securityholders agreement, all directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the board or committees and for other reasonable expenses incurred in connection with service on the board and any committees. Each director will be fully indemnified by us for actions associated with being a member of our board to the extent permitted under Delaware law as provided in our second amended and restated certificate of incorporation, our amended and restated bylaws and the indemnification agreements by and between us and each of our directors. | EXCERPTS ON THIS PAGE:
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