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To: Don Lloyd who wrote (19229)	5/21/2002 7:43:52 PM
From: Raymond Duray	Read Replies (1) \| Respond to of 74559

Hi Don, Re: If the stock of the company is judged sufficiently valuable by the employees, there is a range of options granted and salary forgone that is beneficial to both the employee and the shareholder owners. I was rather enamored of the Level(3) compensation scheme that was created around 1998. Succinctly, employees of the company were to be rewarded with stock option grants only to the extent that LVLT shares outperformed a benchmark, the S&P 500 index, as I recall. In that instance, the interests of the existing shareholders and the employees to be granted options would be aligned. Unfortunately, what I see happening with most high-flyer tech companies bears no resemblance to such a scheme, and the examples of outsized rewards to CEOs in light of abysmal returns for shareholders is a scandal as far as I'm concerned. One of the most egregious examples I'm aware of is the case of JDS-Uniphase (JDSU). In 2001, the stockholder lost about 90% of his/her equity in JDSU. While the CEO, Jozef Strauss had total compensation of about $150 Million. This is patently unfair, and this is why I believe we need reform in the way that options are used for compensation. ***************************************************** Re: As far as taxes go, there are questions that clearly exist, but the management must deal with the tax rules in place...... Of course, the fact that companies pay taxes at all is a political decision, I'd be curious as to what you think of the current brouhaha over, to put it less than politely, CEOs becoming traitors to the US because of a tax strategy: nytimes.com I'm greatly offended that 58% of the potential tax savings from CEO Trani moving his company to Bermuda is scheduled to fall into his wallet. Do you have a view on this matter? Ciao!