CompUSA 2010 Annual Report Download - page 46

Download and view the complete annual report

Please find page 46 of the 2010 CompUSA annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 108

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108

43
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, commencing June 11, 2010:
$65,000 per year as base compensation, $10,000 per year for each committee chair, except for the Audit Committee
Chair who receives $20,000, 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. The Lead
Independent Director, currently Robert D. Rosenthal, also receives an additional $20,000 per year. The restricted
stock grants are made pursuant to the Company’ s 2006 Stock Incentive Plan for Non-Employee Directors, which
was approved by the Company’ s stockholders at the 2006 Annual Stockholders’ Meeting. Directors are reimbursed
for reasonable travel and out-of-pocket expenses incurred for attending Board and Committee meetings and are
covered by our travel accident insurance policy for such travel.
Director Compensation For Fiscal Year 2010
The following table sets forth compensation information regarding payments in 2010 to our non-employee
Directors:
Name
(a)
Fees Earned
or Paid in
Cash
($)
(b)
Stock
Awards
($) (1)
(c)
Option
Awards
($) (2)
(d)
Total
($)
(h)
Robert D. Rosenthal
125,000
25,000
150,000
Stacy S. Dick
105,000
25,000
130,000
Marie Adler-Kravecas
85,000
25,000
110,000
(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 2010.
(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 2010.
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 2010:
Name :
Stock
Awards
Option
Awards
Marie Adler-Kravecas
4,134
5,000
Robert D. Rosenthal
8,862
9,000
Stacy S. Dick 8,862 18,500