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Message: Re: Options the real story
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Jul 05, 2010 09:40AM
3
Jul 05, 2010 12:58PM

Based on the March 31, 2010 10-K, Page 31 and adding in the June 30, 2010 new options I calculate the outstanding exercisable options to be as follows: Below is the data show on page 31 and a summary I constructed adding in the current options

Outstanding Equity Awards at Fiscal Year-End

Name

Number of

Securities

Underlying

Unexercised

Options

Exercisable

Number of

Securities

Underlying

Unexercised

Options

Unexercisable

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

Option

Exercise

Price

Option Expiration

Date

Alfred H. Falk

500,000

-

-

$

0.155

12/8/13

Robert Putnam

250,000

-

-

$

0.155

12/8/13

Employment Agreements, Termination of Employment and Change in Control Arrangements

Mr. Putnam and Mr. Falk have no employment letter or agreement.

Director Compensation

Our directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the board of directors and committee meetings. Employee directors do not receive any cash compensation for services as directors and have not received any equity compensation grants designated for such services. In addition, members of the board of directors who are not employees receive equity compensation grants as consideration for board and committee service from time to time. There is no established policy as to frequency or amount of equity compensation grants for non-employee directors.

The following table sets forth the compensation paid to our non-employee directors in 2010.

Name

Fee Earned or

Paid in Cash

Option

Awards (1)

All Other

Compensation

Total

Allen Cocumelli(2)

$

16,637

$

16,637

Renee Warden (3)

$

16,637

$

16,637

Eric M. Polis (4)

$

16,637

$

16,637

(1)

The value listed in the above table represents the fair value of options on 250,000 shares granted to each person during the year and valued under ASC 718. Fair value is calculated as of the grant date using a Black-Scholes option-pricing model. The determination of the fair value of share-based payment awards made on the date of grant is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. Our assumptions in determining fair value are described in our audited consolidated financial statements for the year ended March 31, 2010, included in our Annual Report on Form 10-K.

(2)

At March 31, 2010 Mr. Cocumelli had option awards outstanding exercisable into 500,000 shares of common stock that were vested and exercisable.

(3)

During fiscal 2010 Ms. Warden provided accounting services unrelated to her role as a director or audit committee member and earned compensation of $2,625 not included above. At March 31, 2010 Ms. Warden had option awards outstanding exercisable into 500,000 shares of common stockof that were vested and exercisable.

(4)

At March 31, 2010 Mr. Polis had option awards outstanding exercisable into 550,000 shares of common stockof which 475,000 were vested and exercisable.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of ourCompany’s Board of Directors was formed in June 2000 and is currently comprised of Directors, Allen Cocumelli and Eric Polis. None of these individuals was at any time during the fiscal year 2010, or at any time, an employee or officer of the Company. No executive officer of the Company serves as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of ourCompany’s Board of Directors or Compensation Committee.

CurrentPrior

06/30/1003/31/10Total

COCUMELLI ALLEN400,000

500,000

Total900,000

FALK ALFRED500,000

500,000

Total1,000,000

Polis Eric M50,000

550,000

Total600,000

WARDEN RENEE300,000

500,000

Total800,000

PUTNAM ROBERT325,000

250,000

Total575,000

_____________________

Total1,575,0002,300,0003,875,000

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