This excerpt taken from the RDCM 6-K filed Nov 4, 2009.
ITEM 4 REMUNERATION FOR NEW DIRECTORS
Under the Israeli Companies Law, 5759-1999 and the regulations promulgated thereunder, the remuneration of directors generally requires the approval of a companys audit committee, followed by the approval of its board of directors, and then the approval of its shareholders.
Subject to the election of Dr. Shlomo Kalish and Mr. Matty Karp as directors of the Company (see Item 3), and shareholder approval of this Item 4, both the Audit Committee of the Board of Directors (the Audit Committee) and the Board of Directors have approved to pay the new directors cash compensation and equity compensation in amounts equal to the compensation of external directors of the Company and under the same vesting conditions. Accordingly, if approved, the new directors will each be paid (i) an annual fee of NIS 18,700 (currently equivalent to approximately $5,000) and a per meeting attendance fee of NIS 1,080 (currently equivalent to approximately $300), such amounts are subject to adjustment for changes in the Israeli consumer price index and changes in the amounts payable pursuant to Israeli law from time to time and (ii) options to purchase 12,500 Ordinary Shares to be vested over a period of three years beginning on the date of the Meeting, with one third to be vested at the end of each year, provided that such director continues to serve as a director of the Company. The exercise price of all options to be granted shall be equal to the closing price of the Companys shares on the NASDAQ Capital Market as of the business day preceding the Meeting. The option grants described above will be issued under the Companys 2003 Share Option Plan.
The affirmative vote of the holders of a majority of the voting power represented at the Meeting, in person or by proxy, and voting on this matter, is required for the approval of this matter.
It is proposed that at the Meeting the following resolution be adopted:
The Board of Directors recommends a vote FOR approval of the proposed resolution.