Incredimail 2008 Annual Report Download - page 39

David Jutkowitz was elected to serve as an “external director” at our shareholders meeting
on December 27, 2007. David Jutkowitz serves as
a director of Arad Investment and Industrial Development since 2006. From 2001 until October 2007, Mr. Jutkowitz has served as an external
director of Carmel Investment Group Ltd., and was a member of the audit, investment and portfolio committees of Carmel Investment Group Ltd.
Between 2000 and 2003, Mr. Jutkowitz held the position of CEO at BXS Ltd., where his responsibilities included managing all stages in
development of the business, including the raising of funds from investors and building a local and international distribution. From 1995 until
2002, Mr. Jutkowitz held the position of CEO at E.L. Advanced Science Ltd., where his responsibilities included identifying and acquiring
appropriate companies and taking an active part in the management of such companies. From 1976 to 2001, Mr. Jutkowitz held the position of
CFO at Etz Lavud Ltd.
Yacov Kaufman was engaged to serve as our Chief Financial Officer in 2005. From 1996 to November 2005, Mr. Kaufman was the Chief
Financial Officer of Data Systems & Software Inc. (OTCBB: DSSI.OB) that, through its subsidiaries, provides software consulting and
development services and serves as an authorized dealer and a value-added-reseller of computer hardware. At Data Systems, Mr. Kaufman
established and subsequently managed the accounting and financial departments of the company and its subsidiaries. His responsibilities included
financial analysis and implementation of procedures for internal control over financial reporting. Mr. Kaufman also served as the comptroller of
dsIT Technologies Ltd., a subsidiary of Data Systems since 1986 and as its Chief Financial Officer since 1990. From 1993 to 1999, Mr. Kaufman
served as a director of Tower Semiconductor Ltd. (Nasdaq: TSEM), an integrated circuits manufacturer and then subsidiary of Data Systems &
Software Inc. Mr. Kaufman is an Israeli Certified Public Accountant and has a B.A. in accounting and economics from the Hebrew University of
Jerusalem and an M.B.A. in business finance from Bar-Ilan University.
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Mr. Arik Ramot was elected as a director at our annual meeting of shareholders held on December 24, 2008. Mr. Ramot is the founder and
has been the CEO of Ramot & Co, Investment House since 1996. From 1988 to 1996, Mr. Ramot served as legal advisor and manager at Kaszierer
International, working in more than 20 countries. Prior to that, Mr. Ramot practiced law in Israel. Mr. Ramot is also the founder of Hayoman Ltd.,
an Israeli internet company. Mr. Ramot holds LLB and LLM degrees from Tel Aviv University.
Yair M. Zadik has served as our director since 2001. He is the Co-
Chief Executive Officer of Arrow Ecology & Engineering Overseas (1999)
Ltd., a company that provides environmental solutions, and of Eshet Y.E.Z Technologies (2001) Ltd., an investment company. In 2000 Mr. Zadik
founded B-Knowledge Investments Ltd., an investment company, and has served as its Chief Executive Officer until 2001. He currently serves as
a board member of the Israeli Export Institute, Environmental Branch. Mr. Zadik has a B.Sc. in physics and computer sciences from Bar Ilan
University. He is a Colonel (Reserve) in the Israeli Air Force. He is the recipient of the Israeli Presidential National Defense Award for his
leadership and management of a major defense project in the Ministry of Defense as well as a recipient of numerous military decorations.
The aggregate direct compensation we paid to our officers as a group (eight persons) for the year ended December 31, 2008 was
approximately $2 million, which included approximately $0.7 million that was set aside or accrued to provide for pension, retirement, severance
or similar benefits. This amount does not include expenses we incurred for other payments, including dues for professional and business
associations, business travel and other expenses, and other benefits commonly reimbursed or paid by companies in Israel. We did not pay our
officers who also serve as directors any separate compensation for their directorship during 2008, other than reimbursements for travel expenses.
The aggregate direct compensation we paid to our directors who are not officers for their services as directors as a group (five of the seven
directors who served during 2007) for the year ended December 31, 2008 was approximately $445 thousand. Directors are also reimbursed for
expenses incurred in order to attend board or committee meetings.
As of May 31, 2009, there were outstanding options to purchase 691,400 ordinary shares granted to eleven of our directors and officers, at a
weighted average exercise price of $4.1 per share. These options were granted under our 2003 employees share option plan.
The compensation of our directors who are not officers of our Company, including our external directors, was approved by our audit
committee, board of directors and shareholders. In accordance with these resolutions, (i) annual gross compensation for independent directors is
$25,000, and $500 per meeting, while other directors, who are not officers, receive $18,000, and $500 per meeting (plus V.A.T, if applicable) to
be paid in four equal quarterly installments; (ii) a grant of options to purchase 10,000 of our ordinary shares, with the following terms: (a) each
option shall be exercisable for one ordinary share at an exercise equal to the closing price on the date of grant of the options, as reported by the
Nasdaq Capital Market; (b) the options shall vest in four equal parts; and (c) any and all other terms and conditions pertaining to the grant of the
options shall be in accordance with, and subject to, the “2003 Israeli Share Option Plan” adopted by IncrediMail in 2003 and our standard Option
Agreement executed by each director and by IncrediMail promptly after the date of grant.
In accordance with the shareholders approval of December 27, 2007 each of the directors who is not an employee of the Company, receives
for each year of service by such person as a director of the Company, an option to purchase 10,000 Ordinary Shares of the Company (in this
subsection – the “Annual Grant”), under the following terms: (a) the Annual Grant shall be made immediately following the annual general
meeting of the shareholders of the Company in the relevant year, commencing with the shareholders meeting held on December 27, 2007; (b) each
option shall be exercisable for one Ordinary Share at an exercise price equal to the closing price of an Ordinary Share on the date of the annual
general meeting of the shareholders of the Company upon which such option was granted, as reported by the Nasdaq Global Market; and (c) the
B.
COMPENSATION