Dish Network 2004 Annual Report Download - page 139

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achieved. We cannot currently predict when or if those goals will be achieved or when or if the options granted
under the plan will become exercisable.
Director Compensation and Nonemployee Director Option Plans
Our employee directors are not compensated for their services as directors. Each nonemployee director receives an
annual retainer of $20,000 which is paid in equal quarterly installments on the last day of each calendar quarter,
provided such person is a member of the Board on the last day of the applicable calendar quarter. Our
nonemployee directors also receive $1,000 for each meeting attended in person and $500 for each meeting attended
by telephone. Additionally, the chairperson of each committee of the Board receives a $5,000 annual retainer,
which is paid in equal quarterly installments on the last day of each calendar quarter, provided such person is the
chairperson of the committee on the last day of the applicable calendar quarter. Furthermore, our nonemployee
directors receive reimbursement, in full, of travel expenses related to attendance at the annual meetings of the Board
and its committees, and the reimbursement, subject to an annual maximum reimbursement of $2,000 per
nonemployee director, of travel expenses related to attendance at other meetings of the Board and its committees.
During 2004, the Board agreed to reimburse Mr. Schroeder for all of his actual travel costs to attend Board and
committee meetings, in the amount of $3,949.
Our nonemployee directors are granted an option to acquire 10,000 Class A Shares upon election to the Board under
our 1995 Nonemployee Director Stock Option Plan (our “1995 Director Plan”) or our 2001 Nonemployee Director
Stock Option Plan (our “2001 Director Plan,” and together with the 1995 Director Plan, the “Nonemployee Director
Plans”). Options granted under our Nonemployee Director Plans are 100% vested upon issuance and have a term of
five years. We also currently grant each nonemployee director an option to acquire 5,000 Class A Shares every year
in exchange for their continuing services.
We have granted the following options to our directors under these plans: in December 1995, upon appointment to
the Board, Mr. Friedlob was granted an option to acquire 8,000 Class A Shares at an exercise price of $2.53125 per
share. This option was repriced to $2.1250 per share during July 1997. Mr. Friedlob was subsequently granted the
following additional options: 40,000 Class A Shares at an exercise price of $2.1250 per share in February 1997;
40,000 Class A Shares at an exercise price of $6.00 per share in February 1999; 10,000 Class A Shares at an
exercise price of $33.109 per share in June 2000; 5,000 Class A Shares at an exercise price of $34.62 per share in
June 2003; and 5,000 Class A Shares at an exercise price of $31.12 per share in September 2004.
In December 2002, upon appointment to the Board, Mr. Goodbarn was granted an option to acquire 10,000 Class A
Shares at an exercise price of $22.26. He was subsequently granted an option to purchase 5,000 Class A Shares at
an exercise price of $34.62 per share in June 2003 and an option to purchase 5,000 Class A Shares at an exercise
price of $31.12 in September 2004.
In December 2003, upon appointment to the Board, Mr. Schroeder was granted an option to acquire 10,000 Class A
Shares at an exercise price of $33.99. He was subsequently granted an option to purchase 5,000 Class A Shares at
an exercise price of $31.12 in September 2004.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is comprised solely of outside directors. The Compensation Committee members are
Mr. Friedlob, Mr. Goodbarn and Mr. Schroeder. None of these individuals was an officer or employee of EchoStar
at any time during the 2004 fiscal year or at any other time. No executive officer of EchoStar served on the board of
directors or compensation committee of another entity, or on any other committee of the board of directors of
another entity performing similar functions during the last fiscal year.