Tucows 2013 Annual Report Download - page 64

Board of Directors as described below. All stock- based compensation for our Non-employee directors is governed by the
2006 Plan or its predecessor, our 1996 Equity Compensation Plan (the “1996 Plan”). All options granted under the automatic
formula grants are immediately exercisable, have an exercise price equal to the fair market value per common shares as
determined by the per share price as of the close of business on the date of grant and have a five-year term. Options are
granted to directors under the Amended and Restated 2006 Plan as follows:
•
on the date each non-employee director becomes a director, he or she is granted options to purchase 4,375 shares of
our common stock;
•
on the date each director becomes a member of the audit committee, he or she is granted options to purchase 3,750
shares of our common stock;
•
on the date each director becomes a member of the corporate governance, nomination and compensation committee,
he or she is granted options to purchase 2,500 shares of our common stock;
•
on each date on which we hold our annual meeting of shareholders, each non-employee director in office immediately
before and after the annual election of directors will receive an automatic grant of options to purchase 3,750 of our
common stock;
Non-Equity compensation
The co-chairman of our Board receives an annual fee of $15,000 each. All non-employee directors receive an annual
fee of $15,000. Non-employee directors who serve as members of our audit committee receive an annual fee of $10,000 with
the chairman of our audit committee receiving an additional $4,000. Non-employee directors who serve on our corporate
governance, nomination and compensation committee, receive an annual fee of $10,000 with the chairman of our corporate
governance, nomination and compensation committee receiving an additional $4,000. In addition, all non-employee directors
receive the following meeting attendance fees:
Director meeting attendance fees:
May Board Meeting Personal Attendance Fee (inclusive of Committee fees)
$
6,000
November Board Meeting Personal Attendance Fee (inclusive of Committee fees)
$
4,000
Regularly Scheduled Telephonic Board Meeting Attendance Fees (per meeting)
$
750
Regularly Scheduled Telephonic Audit Committee Meeting Attendance Fees (per meeting)
$
400
Regularly Scheduled Telephonic Corporate Governance, Nomination and Compensation Committee Meeting
Attendance Fees (per meeting)
$
400
All fees paid to directors are paid in quarterly installments.
We also purchase directors and officer’s liability insurance for the benefit of our directors and officers as a group in
the amount of $10 million. We also reimburse our directors for their reasonable out-of-pocket expenses incurred in attending
meetings of our Board of Directors or its committees. No fees are payable to directors for attendance at specially called
meetings of the board.
68
The table below shows all compensation paid to each of our non-employee directors during 2013. Each of the
directors listed below served for the entire year.
Name
Fees earned or
paid in cash ($)
Option
awards ($)(1)
Total ($)
(a)
(b)
(d)
(h)
Allen Karp
67,100
11,625
78,725
Rawleigh Ralls
52,300
11,625
63,925
Eugene Fiume
18,750
—
18,750
Erez Gissin
20,500
11,625
32,125
Joichi Ito
15,000
11,625
26,625
Lloyd Morrisett
37,300
11,625
48,925
Jeffrey Schwartz
52,100
11,625
63,725
Stanley Stern
18,750
—
18,750
281,800
69,750
351,550