CompUSA 2009 Annual Report Download - page 39

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36
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 for 2010 as follows, commencing June 11, 2010: $65,000 per year as base
compensation (compared to $50,000 for 2009; in 2009 directors also received $5,000 for each committee membership held), $10,000
per year for each committee chair (compared to $15,000 in 2009),except for the Audit Committee Chair which was increased to
$20,000 for 2010 and a grant each year of shares of Company stock (restricted for sale for two years) in an amount equal to $40,000
divided by the fair market value of such stock on the date of grant (compared to $25,000 in 2009). The Lead Independent Director,
currently Robert D. Rosenthal, also receives an additional $20,000 per year ($10,000 in 2009). The restricted stock grants are made
pursuant to the Company’ s 2006 Stock Incentive Plan for Non-Employee Directors, which was approved by the Company’ s
stockholders at the 2006 Annual Stockholders’ Meeting.
Director Compensation For Fiscal Year 2009
The following table sets forth compensation information regarding payments in 2009 to our non-employee Directors:
Name
Fees Earned
or Paid in
Cash
($)
Stock Awards
($)
(1)
Option Awards
($)
(2)
Total
($)
(a)
(b)
(c)
(d)
(h)
Robert D.
Rosenthal
90,000
25,000
115,000
Stacy S. Dick
75,000
25,000
100,000
Marie Adler-
Kravecas(3)
32,500
25,000
42,457
99,957
Ann Leven(3)
62,500
62,500
(1) This column represents the fair value of the stock award on the grant date determined in accordance with the provisions of
ASC 718. As per SEC rules relating to executive compensation disclosure, the amounts shown exclude the impact of
forfeitures related to service based vesting conditions. These amounts were calculated using the Black-Scholes option-
pricing model. For additional information regarding assumptions made in calculating the amount reflected in this column,
please refer to Note 8 to our audited consolidated financial statements, included in our Annual Report on Form 10-K for
fiscal year 2009.
(2) This column represents the fair value of the stock option award on the grant date determined in accordance with the
provisions of ASC 718. As per SEC rules relating to executive compensation disclosure, the amounts shown exclude the
impact of forfeitures related to service based vesting conditions. These amounts were calculated using the Black-Scholes
option-pricing model. For additional information regarding assumptions made in calculating the amount reflected in this
column, please refer to Note 8 to our audited consolidated financial statements, included in our Annual Report on Form 10-
K for fiscal year 2009.
(3) Ms. Adler-Kravecas became a director in June 2009. Ms. Leven was a director of the Company until June 2009; in
connection with her resignation from the Board, she entered into a short term consulting arrangement with the Company
(which terminated in September 2009) under which she received $25,000 in 2009.
The following table presents the aggregate number of outstandin
g stock awards and stock option awards held by each of our
non-employee Directors at the end of fiscal year 2009:
Name :
Stock Awards
Option Awards
Marie Adler-Kravecas
2,010
5,000
Robert D. Rosenthal
6,738
11,000
Stacy S. Dick
6,738
19,500