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To: LLCF who wrote (1389)1/12/1998 5:29:00 PM
From: Ian@SI  Read Replies (1) | Respond to of 2946
 
These officers are becoming annoying: first the repricing of their options; now late filings of insider sales.

From their proxy:

...Mr. Der Torossian did not report timely on Form 4 the sale of
common stock and a gift of common stock in September 1997, and Mr.
John Matthews, Vice President, World Wide Service, did not report
timely on Form 4 the exercise of options to purchase common stock in
September 1997. Such transactions were reported on Form 4 in October
1997 by Mr. Matthews and on Form 4 in December 1997 by Mr. Der
Torossian.


I can think of 1 or 2 more names besides Richardson as candidates for iring. But at least they recognized that the New Business
development guy didn't quite live up to expectations...

Robert J. Richardson(9)........... 1997 293,075 132,930 17,734 32,583(4) 28,211(5)(6)
Vice President, New Business 1996 249,249 130,644 18,020 30,000(7) 942(5)
Development and Corporate 60,000(8)
Marketing 1995 206,922 133,659 17,762 48,840 52,459(10)




(7) Represents options granted under the Company's 1987 Stock Option Plan.

(8) Represents grants of options in exchange for cancellation of previously
outstanding options with higher exercise prices.

(9) Mr. Richardson's employment with the Company terminated effective as of
November 7, 1997.

(10) For Messrs. Richardson and Dohring, represents $51,783 and $12,198,
respectively, for relocation expenses and $676 and $1,537, respectively,
for split-life insurance premiums paid by the Company for the benefit of
such executive officers.


OPTIONS GRANTED AND OPTIONS EXERCISED IN THE LAST FISCAL YEAR

The following tables set forth information regarding stock options granted
to and exercised by the Named Executive Officers during the last fiscal year, as
well as options held by such officers as of October 3, 1997:

OPTION GRANTS IN LAST FISCAL YEAR


INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE OF
-------------------------------------------- ASSUMED ANNUAL RATES OF
% OF STOCK PRICE APPRECIATION
TOTAL EXERCISE (THROUGH EXPIRATION DATE)(1)
OPTIONS OPTIONS PRICE EXPIRATION --------------------------------
NAME GRANTED(2) GRANTED ($/SH) DATE 5% PER YEAR 10% PER YEAR
------------------------------ ---------- ------- -------- ---------- -------------- ---------------

Robert J. Richardson(3)....... 32,583 9.6% 23.00 4/8/2007 472,128 1,191,560
4/8/2007 329,633 831,931


---------------


(3) Mr. Richardson's employment with the Company terminated effective as of
November 7, 1997.

OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES


NUMBER OF
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL OPTIONS AT FISCAL
SHARES YEAR END YEAR END(1)
ACQUIRED ON VALUE ------------------ -----------------------
NAME EXERCISE REALIZED VESTED UNVESTED VESTED UNVESTED
-------------------------------- ----------- ----------- ------- -------- ---------- ----------


Robert J. Richardson(2)......... 20,304 480,904 2,500 0 0 1,466,108


---------------


(2) Mr. Richardson's employment with the Company terminated effective as of
November 7, 1997.

9


The following table summarizes stock options granted to the executive
officers of the Company that have been repriced during the past ten fiscal
years:


MARKET
NUMBER OF PRICE
SECURITIES OF EXERCISE
UNDERLYING STOCK PRICE LENGTH OF ORIGINAL
OPTIONS AT AT NEW OPTION TERM
REPRICING REPRICED TIME OF TIME OF EXERCISE REMAINING AT DATE
NAME DATE (#) REPRICING REPRICING PRICE OF REPRICING
--------------------------------- --------- ------------- ------- ------- ------- --------------------

Robert J. Richardson............. 7/16/96 30,000 16.125 26.875 16.125 5 years, 275 days
Former Vice President, New 7/16/96 30,000 16.125 23.375 16.125 6 years, 273 days
Business Development and
Corporate Marketing