Incredimail 2009 Annual Report Download - page 46

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.
B. COMPENSATION
The aggregate direct compensation we paid to our officers as a group (5 persons) for the year ended December 31, 2009, was
approximately $1.2 million, which included approximately $0.1 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 2009, 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 for the year
ended December 31, 2009 was approximately $235 thousand. Directors are also reimbursed for expenses incurred in order to attend board or
committee meetings.
As of March 24, 2010, there were outstanding options to purchase 206,415 ordinary shares granted to 10 of our directors and officers, at
a weighted average exercise price of $5.56 per share. These options were granted under our 2003 employees share option plan (the “2003 Plan”
).
The compensation of our directors who are not officers of our Company, including our external directors, was approved by the
Company’
s governing bodies, as required under the Israeli law 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 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 options shall vest in four equal portions on each anniversary of the Annual Grant, commencing with the first anniversary. Any and all
other terms and conditions pertaining to the grant of the options shall be in accordance with, and subject to, the 2003 Plan adopted by
IncrediMail in 2003 and our standard option agreement. In accordance with this resolution, all directors that are not officers were granted 10,000
options on December 24, 2008 and on December 31, 2009, after the 2008 and 2009 annual general meetings.
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