West Marine (WMAR)

Compensation of Directors

Non-employee directors and Mr. Eisenberg are paid director fees of:

The $6,000 of restricted stock vests one year after the date it is granted. In addition, following each Annual Meeting, each non-employee director and Mr. Eisenberg, if nominated for re-election and so elected by stockholders, will receive a grant of, at their election, either an option exercisable for 3,000 shares of common stock or 1,000 shares of restricted stock. However, following the first annual meeting at which a director is nominated for election and so elected by stockholders, such a director instead will receive a grant of, at their election, either an option exercisable for 4,500 shares of common stock or an award of 1,500 shares of restricted stock. No nominees for the 2006 Annual Meeting of Stockholders are eligible for this enhanced grant. The options will be granted with an exercise price equal to the fair market value of West Marine’s common stock on the grant date, and the options will become exercisable six months following the date of the award. All restricted shares will vest one year after the grant date. The Board generally expects that directors will hold the shares received as restricted stock grants until such time as they leave the West Marine Board of Directors.

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Ms. Richter, the Audit Committee Chair and one of two audit committee financial expert designees under Securities and Exchange Commission rules, will continue to receive an additional annual retainer of $17,000, and Mr. Westerfield, the other Audit Committee member whom the Board also has designated as an audit committee financial expert, also will continue to receive an additional annual retainer of $17,000. The remaining member of the Audit Committee, Mr. Roy, will continue to receive an additional annual retainer of $12,000. The chairman of the Governance and Compensation Committee will continue to receive an additional annual retainer of $15,000, and each other member of the Governance and Compensation Committee will continue receive an additional annual retainer of $9,500.

All non-employee directors and Mr. Eisenberg will continue to be reimbursed for travel and other out-of-pocket expenses incurred by them that are incidental to their service on the Board of Directors. In addition, all directors will be reimbursed for Board continuing education course fees up to $5,000 per annum, provided that such courses are accredited by Institutional Shareholder Services.

Directors who are employees of West Marine do not receive any compensation for serving on the Board of Directors. However, in 2005, Mr. Eisenberg received the director compensation and reimbursements described above, but he did not receive any additional compensation or benefits (other than a de minimis 401(k) matching contribution and participation in our medical and dental plan) in his role as a part-time, on call employee of West Marine, subject to the same contribution levels as our associates.

In addition, in May 2005, our directors were offered and most elected to participate in our medical and dental plans, subject to the same contribution levels as our associates.

Compensation of Directors

In 2004, non-employee directors and Mr. Eisenberg were paid director fees of:

In addition, during fiscal year 2004, each member of the Governance and Compensation Committee received an annual fee of $6,000 and the chairman of the Governance and Compensation Committee received an additional annual fee of $3,500. Each member of the Audit Committee received an annual fee of $12,000 and the chairman of the Audit Committee received an additional annual fee of $5,000. All of these committee fees were paid in quarterly installments. Non-employee directors also are reimbursed for expenses incurred to attend meetings of the Board of Directors or committees on which they serve.

In 2004, each of Messrs. Westerfield, Sweeney, Roy, McComas and Eisenberg and Ms. Greene was granted a nonqualified stock option to purchase 2,000 shares of common stock at the fair market value of the shares on the date of grant. The option was awarded on May 12, 2004, became exercisable on November 12, 2004, and will remain exercisable until 2014.

In 2005, non-employee directors and Mr. Eisenberg will be paid director fees of:

The $6,000 of restricted stock will vest one year after the date it is granted. In addition, following each Annual Meeting, each non-employee director and Mr. Eisenberg, if nominated for re-election and so elected by stockholders, will receive a grant of, at their election, either an option exercisable for 3,000 shares of common stock or 1,000 shares of restricted stock. However, following the first annual meeting at which a director is nominated for election and so elected by stockholders, such a director instead will receive a grant of, at their election, either an option exercisable for 4,500 shares of common stock or an award of 1,500 shares of restricted stock. Ms. Richter is the only director nominee to be elected at the 2005 Annual Meeting who is eligible for this initial grant. The options will be granted with an exercise price equal to the fair market value of West Marine’s common stock on the grant date, and the options will become exercisable six months following the date of the award. All restricted shares will vest one year after the grant date. The Board generally expects that directors will hold the shares received as restricted stock grants until such time as they leave the West Marine Board of Directors.

The chairman of the Audit Committee, designated as an audit committee financial expert under Securities and Exchange Commission rules, will continue to receive an additional annual retainer of $17,000, and Ms. Richter, the new Audit Committee member whom the Board also has designated as an audit committee financial expert, also will receive an additional annual retainer of $17,000. The remaining member of the Audit Committee will continue to receive an additional annual retainer of $12,000. The chairman of the Governance and Compensation Committee will receive an additional annual retainer of $15,000, and each other member of the Governance and Compensation Committee will receive an additional annual retainer of $9,500.

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All non-employee directors and Mr. Eisenberg will continue to be reimbursed for travel and other out-of-pocket expenses incurred by them that are incidental to their service on the Board of Directors.

Directors who are employees of West Marine do not receive any compensation for serving on the Board of Directors. However, in 2004, Mr. Eisenberg received the director compensation and reimbursements described above, but he did not receive any additional compensation or benefits (other than a de minimis 401(k) matching contribution and participation in our dental plan) in his role as a part-time, on call employee of West Marine.

In addition, in May 2005, our directors may elect to participate in our medical and dental plans, subject to the same contribution levels as our associates.