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COMPENSATION AND OTHER INFORMATION CONCERNING EXECUTIVE OFFICERS
The following table sets forth the cash and non-cash compensation paid for the fiscal years ended March 31, 2006,
2005 and 2004, to the Chief Executive Officer, each of the four most highly compensated executive officers (based
on combined salary and bonus) of the Company other than the Chief Executive Officer and one additional executive
officer that the Company has chosen to include voluntarily for the fiscal year ended March 31, 2006 (collectively,
the “Named Executive Officers”).
Summary Compensation Table
Name and Principal Position
Fiscal
Year
Salary
($)(1)
Bonus
($)(2)
Other
Annual
Compen-
sation ($)(3)
Restricted
Stock
Awards
($)(5)
Securities
Underlying
Options/
SARs(6)
LTIP
Payouts
($)(7)
All Other
Compensation
($)(8)
PayoutsAwardsAnnual Compensation
Long-Term Compensation
John A. Swainson . . . . . . . . . 2006 1,000,000 337,565 231,354 655,240 170,700 1,750
President and Chief 2005 359,853 333,334 77,338
(4)
6,022,000 350,000 5,335,000
(9)
Executive Officer 2004
Russell M. Artzt . . . . . . . . . . 2006 750,000 202,543 12,000 393,140 102,400 5,250
Executive Vice President, 2005 750,000 522,375 12,000 1,840,421 135,176 15,650
Products 2004 750,000 520,000 12,000 2,167,602 161,400 17,250
Michael Christenson. . . . . . . . 2006 525,000 148,412 4,379 288,094 75,100 438
Current Chief Operating 2005 63,263 371,840
Officer(1) 2004 — —
Jeff Clarke . . . . . . . . . . . . . . 2006 750,000 17,136 119,500 5,250
Former Chief Operating 2005 650,000 796,000 59,577
(4)
694,773 155,157 150,000
(9)
Officer 2004 4,513 — 235,000
Greg Corgan . . . . . . . . . . . . . 2006 550,000 135,021 10,000 262,101 68,300 5,250
Former Executive Vice 2005 395,833 861,832 22,020
(4)
455,585 101,742 14,369
President, Worldwide Sales 2004 350,000 540,136 623,152 46,400
Gary Quinn . . . . . . . . . . . . . . 2006 450,000 280,998 12,000 196,023 51,200 82,071 5,250
Executive Vice President, 2005 450,000 1,011,713 12,000 849,413 62,388 15,650
Indirect Sales/Channel 2004 450,000 947,000 12,000 999,192 74,400 17,250
Partners
(1) Mr. Swainson’s employment with the Company commenced on November 22, 2004 and Mr. Clarke’s employment commenced on
March 30, 2004. Mr. Clarke’s last day of employment was April 30, 2006. Mr. Christenson succeeded Mr. Clarke as Chief Operating
Officer. Although Mr. Christenson was not one of the four most highly compensated executive officers for fiscal year 2006, the Company
determined to include him in these tables as a Named Executive Officer as Mr. Clarke’s successor. Mr. Christenson’s employment with the
Company commenced on February 11, 2005 and he served as Executive Vice President, Business Development until named Chief
Operating Officer. Mr. Corgan’s employment also terminated after the end of fiscal year 2006 and his last day with the Company was
June 30, 2006. (See also the summary of his severance arrangements under “Employment Agreements; Severance Arrangements; Change
in Control Arrangements — Severance Arrangements” below.) Since the position of Executive Vice President, Worldwide Sales was
eliminated, there was no successor appointed to this position.
(2) As discussed in the Compensation and Human Resource Committee Report on Executive Compensation below, no annual cash bonuses
were paid to any Named Executive Officers under the Company’s fiscal year 2006 Annual Bonus program. Except for a discretionary bonus
of $180,000 paid to Mr. Quinn for fiscal year 2006, the amounts in the “Bonus” column represent the value of the portion of the restricted
stock award granted with respect to fiscal year 2006 that was immediately vested at the time of grant on June 7, 2006 (based on the closing
price of the stock on the date of grant). Additional details about this grant are provided in footnote (5) to this table.
(3) Consists of non-reimbursed car allowance for Messrs. Artzt and Quinn. In lieu of car allowances and in order to help maintain the
confidentiality of business matters when outside of the office, Messrs. Swainson, Christenson and Clarke had use of a Company car and
driver in fiscal year 2006. Amounts attributable for personal use of such car and driver have been reflected in this column and are de minimis
in amount. In addition, several executives, including Messrs. Swainson, Clarke and Corgan, utilized the corporate aircraft and helicopter for
personal use in fiscal year 2006, in accordance with the Company’s Aircraft Use Policy (the “Aircraft Policy”). The Aircraft Policy requires
Mr. Swainson to use the corporate aircraft and helicopter for personal use for security reasons and other executives may use them for
personal purposes only with the express permission of the Chief Compliance Officer. The Company determined the value of such use for
Messrs. Swainson, Clarke and Corgan, based on the incremental cost to the Company, plus additional charges comparable to first-class
airfare (or in the case of helicopter use, charter fares) for family members, as applicable, to be $151,820, $14,880 and $10,000, respectively.
This valuation of aircraft use is different from the standard industry fare level (SIFL) valuation used to impute income for these executives
for tax purposes. To the extent relocation and housing expenses were treated as perquisites by the Company and imputed as income to the
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