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This excerpt taken from the WDC DEF 14A filed Sep 28, 2009. Non-Employee
Director Fees
Annual Retainer and Committee Retainer
Fees. As part of the internal restructuring plan
adopted by the company in December 2008 in response to the
worldwide economic downturn, the Board of Directors approved a
15% reduction in all director retainer fees for fiscal 2009.
These retainer fee reductions were not intended to be for a
fixed period of time. The Board of Directors will continue to
review director compensation on a periodic basis. The following
table sets forth the schedule of the annual retainer and
committee membership fees for non-employee directors, as in
effect for fiscal 2009:
The retainer fee to our lead independent director referred to
above is paid only if our Chairman of the Board is one of our
employees. If our Chairman of the Board is not one of our
employees, the Chairman is entitled to the additional
Non-Executive Chairman of the Board Retainer referred to above
and we pay no additional lead independent director retainer. The
annual retainer fees are generally paid in a lump sum on January
1 of each year.
Non-employee directors do not receive a separate fee for each
Board of Directors or committee meeting they attend. However, we
reimburse our non-employee directors for reasonable
out-of-pocket
expenses incurred to attend each Board of Directors or committee
meeting.
Non-Employee Directors
Stock-for-Fees
Plan. Under our Amended and Restated Non-Employee
Directors
Stock-for-Fees
Plan, each non-employee director may elect prior to any calendar
year to receive shares of our common stock in lieu of any or all
of the annual retainer fee(s) otherwise payable to him or her in
cash for that calendar year. We determine the number of shares
of common stock payable to a non-employee director under the
Non-Employee Directors
Stock-for-Fees
Plan by dividing the amount of the cash fee the director would
have otherwise received by the closing market price of a share
of our common stock on the date the cash fee would have been
paid.
At the time of the election for a calendar year under our
Non-Employee Directors
Stock-for-Fees
Plan, we also permit each non-employee director to defer receipt
of any shares he or she has elected to receive in lieu of annual
retainer or meeting fees otherwise payable to the director, and
we refer to these deferred shares as deferred stock units. See
“Deferred Compensation Plan for Non-Employee
Directors” below for a further discussion of the material
terms of our Deferred Compensation Plan as it applies to
compensation deferred by our non-employee directors.
In fiscal 2009, none of our non-employee directors made an
election to receive shares of our common stock or deferred stock
units in lieu of annual retainer fees otherwise payable to the
director for the year.
This excerpt taken from the WDC DEF 14A filed Sep 23, 2008. Non-Employee
Director Fees
Annual Retainer and Committee Retainer
Fees. The following table sets forth the schedule
of the annual retainer and committee membership fees for each
non-employee director, as in effect for fiscal 2008:
The retainer fee to our lead independent director referred to
above is paid only if our Chairman of the Board is one of our
employees. The annual retainer fees are generally paid in a lump
sum on January 1 of each year, except that prior to
January 1, 2008, the retainer to our Chairman of the Board
or to our lead independent director was paid in equal
installments at the beginning of each calendar quarter.
Non-employee directors do not receive a separate fee for each
Board of Directors or committee meeting they attend. However, we
reimburse our non-employee directors for reasonable
out-of-pocket expenses incurred to attend each Board of
Directors or committee meeting.
Non-Employee Directors Stock-for-Fees
Plan. Under our Amended and Restated Non-Employee
Directors Stock-for-Fees Plan, each non-employee director may
elect prior to any calendar year to receive shares of our common
stock in lieu of any or all of the annual retainer fee(s)
otherwise payable to him or her in cash for that calendar year.
We determine the number of shares of common stock payable to a
non-employee director under the Non-Employee Directors
Stock-for-Fees Plan by dividing the amount of the cash fee the
director would have otherwise received by the closing market
price of a share of our common stock on the date the cash fee
would have been paid.
At the time of the election for a calendar year under our
Non-Employee Directors Stock-for-Fees Plan, we also permit each
non-employee director to defer receipt of any shares he or she
has elected to receive in lieu of annual retainer or meeting
fees otherwise payable to the director, and we refer to these
deferred shares as deferred stock units. See “Deferred
Compensation Plan for Non-Employee Directors” below for a
further discussion of the material terms of our Deferred
Compensation Plan as it applies to compensation deferred by our
non-employee directors.
We are authorized to issue a maximum of 400,000 shares of
our common stock under the Non-Employee Directors Stock-for-Fees
Plan, subject to adjustments for stock splits and similar
events. The Board of Directors has the power to suspend,
discontinue or, subject to stockholder approval if required by
applicable law or regulation, amend the Non-Employee Directors
Stock-for-Fees Plan at any time. In fiscal 2008, none of our
non-employee directors made an election to receive shares of our
common stock in lieu of annual retainer fees otherwise payable
to the director for the year.
This excerpt taken from the WDC DEF 14A filed Sep 24, 2007. Non-Employee
Director Fees
Annual Retainer and Committee Retainer
Fees. The following table sets forth the schedule
of the annual retainer and committee membership fees for each
non-employee director, as approved by the Board of Directors on
February 5, 2007 and made retroactive to January 1,
2007:
The retainer fee to our lead independent director referred to
above is paid only if our Chairman of the Board is one of our
employees. The annual retainer fees are generally paid on
January 1 of each year, except that the retainer to our Chairman
of the Board or to our lead independent director is paid in
equal installments at the beginning of each calendar quarter.
In addition to the retainer fees provided to our non-employee
directors described above, on May 3, 2007 our Board of
Directors approved a special cash payment of $10,000 to each of
Ms. Cote and Mr. Kimsey, $20,000 to Mr. DeNero
and $10,000 to Mr. Pardun. Our Board approved the
additional payments to Ms. Cote, Mr. Kimsey and
Mr. DeNero in recognition of the significant time and
effort expended by such individuals as members of a Special
Committee of our Board of Directors that was formed in fiscal
2007 to conduct a voluntary review of our historical stock
option grants. Our Board approved the additional payment to
Mr. Pardun in recognition of his additional efforts as our
lead independent director during the first and second quarters
of fiscal 2007 in connection with certain succession planning
and corporate governance matters.
We also reimburse our non-employee directors for reasonable
out-of-pocket expenses incurred to attend each Board of
Directors or committee meeting; however, since November 2005,
non-employee directors no longer receive a separate fee for each
Board of Directors or committee meeting they attend.
Non-Employee Directors Stock-for-Fees
Plan. Under our Amended and Restated Non-Employee
Directors Stock-for-Fees Plan, each non-employee director may
elect prior to any calendar year to receive shares of our common
stock in lieu of any or all of (1) the annual retainer
fee(s) otherwise payable to him or her in cash for that calendar
year, and/or
(2) any meeting attendance fees otherwise payable to him or
her in cash for that calendar year. We determine the number of
shares of common stock payable to a non-employee director under
the Non-Employee Directors Stock-for-Fees Plan by dividing the
amount of the cash fee the director would have otherwise
received by the closing market price of a share of our common
stock on the date the cash fee would have been paid.
At the time of the election for a calendar year under our
Non-Employee Directors Stock-for-Fees Plan, we also permit each
non-employee director to defer receipt of any shares he or she
has elected to receive in lieu of annual retainer or meeting
fees otherwise payable to the director. See “Deferred
Compensation Plan for Non-Employee Directors” below for a
further discussion of the material terms of our Deferred
Compensation Plan as it applies to compensation deferred by our
non-employee directors.
We are authorized to issue a maximum of 400,000 shares of
our common stock under the Non-Employee Directors Stock-for-Fees
Plan, subject to adjustments for stock splits and similar
events. The Board of Directors has
Table of Contents
the power to suspend, discontinue or, subject to stockholder
approval if required by applicable law or regulation, amend the
Non-Employee Directors Stock-for-Fees Plan at any time.
In fiscal 2007, none of our non-employee directors made an
election to receive shares of our common stock in lieu of annual
retainer fees otherwise payable to the director for the year.
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