Incredimail 2014 Annual Report Download - page 57

We pay each of our directors $40,000 per year, subject to adjustment for changes in the Israeli consumer price index and applicable
changes in the Israeli regulations governing the compensation of external directors. Each of our directors also receives an annual grant of options
to purchase 10,000 ordinary shares under the Incentive Plan. Each option is exercisable for a term of five years at an exercise price per share
equal to the closing price of our ordinary shares on the date of the annual meeting of shareholders on which such option was granted, as reported
by the NASDAQ Stock Market. The options vest in three equal installments on each anniversary of date of grant. Following termination or
expiration of the applicable director's service with the Company, provided that the termination or expiration is not for "cause" and is not a result
of the director's resignation, the options would retain their original expiration dates and, with respect to each grant, the upcoming tranche of
options that are scheduled to vest immediately subsequent to the termination date, if any, will automatically vest and become exercisable. All
unvested options held by the director will automatically vest and become exercisable upon a change of control of the Company, which is defined
for this purpose as (i) a merger, acquisition or reorganization of the Company with one or more other entities in which the Company is not the
surviving entity, (ii) a sale of all or substantially all of the assets of the Company; (iii) a transaction or a series of related transactions as a result
of which more than 50% of the outstanding shares or the voting rights of the Company are beneficially owned by one person or group (as
defined in the SEC rules).
The table below reflects the compensation granted to our five most highly compensated office holders during or with respect to the year
ended December 31, 2014. We refer to the five individuals for whom disclosure is provided herein as our "Covered Executives."
For purposes of the table below, "compensation" includes salary cost, bonuses, equity-
based compensation, retirement or termination
payments, benefits and perquisites such as car, phone and social benefits and any undertaking to provide such compensation. All amounts
reported in the table are in terms of cost to the Company, as recognized in our financial statements for the year ended December 31, 2014,
including the compensation paid to such Covered Executive following the end of the year in respect of services provided during the year. Each
of the Covered Employees was covered by our D&O liability insurance policy and was entitled to indemnification and exculpation in accordance
with applicable law and our articles of association. All numbers below are in US Dollars in thousands.
____________________
Name and Principal Position
(1)
Salary Cost
(2)
Bonus
(3)
Equity
-
Based
Compensation
(4)
Total
Josef Mandelbaum, CEO
607
113
1,650
2,370
Yacov Kaufman, CFO
362
30
540
932
Amir Nahmias, General Manager, CodeFuel Division (5)
590
------
514
1,104
Tomer Pascal, Former General Manager, Mobile Marketing Division
(6)
295
------
750
1,045
Josh Wine, Former President, Perion (7)
216
------
4,584
4,800
(1)
Unless otherwise indicated herein, all Covered Executives are employed on a full
-
time (100%) basis.
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