ROST » Topics » *Mr. Froman resigned from our Board in March 2008
This excerpt taken from the ROST DEF 14A filed Apr 14, 2008.
Froman resigned from our Board in March 2008
values reflect the amortization costs recognized by the Company pursuant
to FAS 123(R) during fiscal 2007 relating to proportionate vesting of
outstanding stock options granted pursuant to the 2004 Equity Plan based
upon a formula approved by stockholders for all non-employee Board
members. For Ms. Garrett and Messrs. Ferber, Bjorklund, Bush, Moldaw,
Orban and Seiler the amounts shown reflect options as follows: $2,468
related to a stock option award of 8,000 shares granted on May 20, 2004,
with a total award value of $49,705 at grant date, which completed vesting
on May 20, 2007; $13,324 related to a stock option award of 9,029 shares
granted on May 19, 2005, with a total award value of $72,731 at grant
date; $24,577 related to a stock option award of 9,351 shares granted on
May 18, 2006, with a total award value of $75,968 at grant date; and
$15,948 related to a stock option award of 8,094 shares granted on May 24,
2007, with a total award value of $68,815 at grant date. Mr. Froman joined
the Board on November 20, 2007 and the Company recognized amortization
costs of $5,253 in 2007 related to the grant of an option to purchase
12,360 shares, which had a total award value of $77,805 at grant
compensation for Mr. Ferber is paid pursuant to his Consultancy Agreement
and Retirement Benefit Package Agreement described below under the caption
Other Director Compensation. The amount listed is comprised of consulting
fees of $1,100,000; benefits valued at $70,849 paid under the terms of his
Retirement Benefit Package Agreement (which includes executive medical,
dental, vision and mental health insurance, life insurance, accidental
death and dismemberment insurance, travel insurance, group excess personal
liability insurance, estate planning expense reimbursements and certain
matching contributions (as that term is defined in his agreement));
income tax gross-up payments of $8,383; and administrative support
inclusive of benefits valued at $85,237. All other compensation for Mr.
Moldaw includes consulting fees of $100,000, administrative support valued
at $119,656, and health benefits valued at $22,899 paid pursuant to his
consulting agreement with the Company described below under the caption
Other Director Compensation. As noted with respect to the Perquisites
table for Executive Compensation, occasionally directors and family
members of executives or directors may join executives on leased,
Company-provided private aviation flights made for business purposes if
there is a seat that would otherwise go unfilled. Because this benefit has
no incremental cost to the Company, it is not reflected in the
equity awards at fiscal year end for non-employee Directors were as
Options for 82,474 shares of common stock.
Mr. Bjorklund: Options for 52,474 shares
of common stock.
Mr. Bush: Options for 52,474 shares of
common stock and 1,518 shares of common stock.
Mr. Froman: Options for 12,360 shares of
common stock. Mr. Froman resigned from the Board in March
Ms. Garrett: Options for 50,474 shares of
Mr. Moldaw: Options for 78,474 shares of
common stock and 2,444 shares of common stock.
Mr. Orban: Options for 78,474 shares of
common stock and 1,337,396 shares of common stock.
Mr. Seiler: Options for 46,474 shares of
common stock and 576,680 shares of common stock.
The total value to
be expensed over the amortization or vesting period for each option was
determined using the Black- Scholes option pricing model with the weighted
average assumptions for expected life of the option from grant date,
expected volatility, risk free interest rate and dividend yield disclosed
Options granted on May 20, 2004 as
described in Note A of our Form 10-Q for the second quarter of fiscal 2004
filed on September 9, 2004.
Options granted on May 19, 2005 as
described in Note A of our Form 10-Q for the second quarter of fiscal 2005
filed on September 8, 2005.
Options granted on May 18, 2006 described
in Note B of our Form 10-Q for the second quarter of fiscal 2006 filed on
September 6, 2006.
Options granted on May 24, 2007 described
in Note B of our Form 10-Q for the second quarter of fiscal 2007 filed on
September 12, 2007.
Options granted on November 20, 2007
described in Note C of our Form 10-K for fiscal 2007.
Mr. Balmuth does
not receive any separate compensation for his service as a member of the
Board. Information regarding compensation for Mr. Balmuth is reflected in
the Summary Compensation Table and the other tables and accompanying
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