To: Fred Levine who wrote (12145 ) 10/22/1998 9:34:00 AM From: Mark Duper Read Replies (1) | Respond to of 14631
With Fred's post in mind, i submit the following (straight out of the 1998 proxy): GENERAL COMPENSATION PHILOSOPHY The primary objectives of the Company's executive compensation policies include the following - To attract, motivate and retain a highly qualified executive management team; - To link executive compensation to the Company's financial performance as well as to defined individual management objectives established by the Committee; - To compensate competitively with the practices of similarly situated technology companies; and - To create management incentives designed to enhance stockholder value. EQUITY INCENTIVE PROGRAMS Long-term equity incentives, including stock options and performance shares granted pursuant to the Company's 1994 Plan, help to align the economic interests of the Company's management and employees with those of its stockholders. Stock options are a particularly strong incentive because they are valuable to employees only if the fair market value of the Company's Common Stock increases above the exercise price, which is generally set at the fair market value of the Company's Common Stock on the date the option is granted. However, in exceptional circumstances where the fair market value of the Company's Common Stock has declined over time to a point where such per share value is significantly lower than the exercise price of substantially all of the Company's outstanding options, the Committee may recommend to the full Board of Directors that such outstanding options be repriced so that the exercise price of such options is adjusted to equal the fair market value of the Company's Common stock on the date of such repricing. During fiscal 1997, the Committee recommended and the Board of Directors approved an option repricing on two occasions; however, the executive officers of the Company were only eligible to participate in the first option repricing. The bottom line is this plan is not motivating the executives. If the company doesn't perform, why should they be getting repriced options? BTW, the CEO got 1,500,000 stock options in 98 @ ~10 strike price. I bet these will be repriced this year, also. Sup.