To: John Koligman who wrote (175858 ) 3/13/2007 9:55:41 AM From: kaka Read Replies (1) | Respond to of 176387 Hi John, More of the same from Dell........... Dell increases stock-based pay for 7 execs Move raises questions whether stock value will be diluted. By Dan Zehr AMERICAN-STATESMAN STAFF Tuesday, March 13, 2007 Dell Inc. will give seven of its top executives stock-based payment packages similar to those they received in 2006, one of the worst years in the company's history. Dell increased the number of stock options most of the executives received for the current year to offset the lower value of Dell's shares. And it gave each of the high-level managers blocks of restricted stock that could grow if the company shakes out of its slump. The stock-payment plans were detailed in regulatory filings made public Monday. The total value of the stock-based compensation packages are "roughly similar" to those granted last year, spokesman Dwayne Cox said. The company increased the value for some executives who were promoted. The packages include a new twist on the restricted stock, what Dell calls "performance-based units." Dell again set a target number of restricted shares each executive will receive if the company hits certain growth targets. But unlike last year, the company is guaranteeing at least a minimum level of shares will be granted. None of the performance-based units was granted last year, during which Dell's sales slowed sharply and its profit dropped. The board also eliminated cash bonuses for all employees, including top executives, Cox said. Under the plan for the current year, employees who are granted performance-based units will be guaranteed at least some of those restricted shares. Dell will disburse at least 80 percent of the target number, and if sales and profit exceed expectations, it could grant as much as 120 percent of the target. It awarded the 80 percent minimum to the seven high-ranking executives on Thursday. However, the restrictions on those shares will prohibit them from selling the stock until at least March 2010. Dell added the performance-based units as an alternative to stock options, but it expanded the number of shares underlying the options it granted Thursday. Several shareholders have criticized Dell's reliance on stock options, saying they dilute the value of the company's stock price. When employees exercise the options, they increase the amount of outstanding stock, which tends to reduce the value of each individual share. Companies often buy back stock to offset that dilution, as Dell has done in the past. However, the company has suspended its stock repurchase program because of two federal probes into its accounting. Analysts say they expect Dell to begin repurchasing stock after the investigations are completed. ------------------------------------------------------------- Ed MoltzenThe ChartMarch 13, 2007 At Dell, Employees Lose Bonuses As Two Execs Get Raises When Dell reported its most recently quarterly earnings -- or "preliminary earnings" -- the Round Rock, Texas-based company beat Wall Street earnings per share estimates by a penny. Among other things, the company noted it saved six cents per share by slashing $184 million from employee bonuses. This morning, Dell reported to the U.S. Securities and Exchange Commission that two top executives, CFO Donald Carty and Paul Bell, vice president of Americas, got raises: On March 8, 2007, the Compensation Committee of the Board of Directors approved annual base salary adjustments for certain executive officers. Those adjustments included a base salary increase from $700,000 to $775,000 for Donald J. Carty, Vice Chairman and Chief Financial Officer, and a base salary increase from $600,000 to $700,000 for Paul D. Bell, Senior Vice President, Americas. No other named executive officer (determined by reference to Dell's proxy statement, dated June 5, 2006) received a base salary adjustment. In addition, the company said it was amending its by-laws so "the company may issue and transfer uncertificated shares of its common stock" to other top executives "in response to rules of the NASDAQ Stock Market requiring all traded stock be eligible for direct share registration." (Carty, the former CEO of American Airlines' parent company AMR Corp, was forced to resign that position in 2003 when, after negotiating heavy cost-cutting measures from airline unions it was revealed that top AMR executives kept several million dollars in bonuses that year.) Carty, who had been running the Audit Committee of Dell's Board of Directors, was tapped in December to replace James Schneider as Dell's CFO. Dell's finances are currently under investigation by the SEC and the U.S. Attorney for the Southern District of New York. In its March 1 financial press release, Dell reported that dealing with the investigation cost it almost $1 million per day during the most recent quarter.