CompUSA 2008 Annual Report Download - page 32

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23
KL2 2600873.8
(6) Represents two years’ salary of $455,250 per year and a cash bonus of $325,000 for fiscal year 2008.
(7) Payments are to Mr. Reinhold only if he is terminated without “cause” or resigns for “good reason” within 60 days prior to, or one
year following, a Change of Control.
DIRECTOR COMPENSATION
The Company’ s policy is not to pay compensation to Directors who are also employees of the Company or its subsidiaries. Each
non-employee Director receives annual compensation as follows: $50,000 per year as base compensation, $5,000 per year for each
committee of which such director is a non-chair member, $15,000 per year for each committee chair, and a grant each year of shares of
Company stock (restricted for sale for two years) in an amount equal to $25,000 divided by the fair market value of such stock on the
date of grant. The Lead Independent Director, currently Robert D. Rosenthal, also receives an additional $10,000 per year. The
restricted stock grants are made pursuant to the Company’ s 2006 Stock Incentive Plan for Non-Employee Directors, which was
approved by the Company’ s stockholders at the 2006 Annual Stockholders’ Meeting.
DIRECTOR COMPENSATION FOR FISCAL YEAR 2008
The following table sets forth compensation on information regarding payments in 2008 to our non-employee Directors:
Name
Fees Earned
or Paid in
Cash
($)
Stock Awards
($) (1)
Total
($)
(a) (b) (c) (h)
Ann R. Leven $75,000 $25,000 $100,000
Robert D.
Rosenthal
$85,000 $25,000 $110,000
Stacy S. Dick $75,000 $25,000 $100,000
(1) This column represents the grant date fair value recognized for financial reporting purposes with respect to restricted stock
grants made in 2008, as determined under SFAS 123R. Grant date fair value was calculated by multiplying the closing price of
the Shares on the date of grant by the number of shares subject to the grants. In accordance with SEC rules, this amount
disregards the estimate of forfeitures on service-based awards.
The following table presents the aggregate number of outstanding stock awards and stock option awards held by each of our
non-employee Directors at the end of fiscal year 2008:
Name : Stock Awards Option Awards
Ann R. Leven 4,228 13,000
Robert D. Rosenthal 4,228 11,000
Stacy S. Dick 4,228 19,500