Ron: I had wondered who determined the restricted stock or RSU awards to the board members. After reviewing the 1999 Restricted Stock Plan, in my opinion, there has been a major conflict of interest. It appears that the BOD Compensation Committee decided on the awards to its’ own members and other directors.
From the 1999 Restricted Stock Plan
(f) "Committee" means the Compensation & Stock Option Committee of the Board.
(i) "Eligible Person" means an employee of a Participating Company, or a director of, or consultant or advisor to a Participating Company as determined by the Committee.
(j) "Grantee" means an Eligible Person who is granted an Award.
5. ADMINISTRATION OF THE PLAN
(a) Administration. The Plan shall be administered by the Committee.
(b) Grants. Subject to the express terms and conditions set forth in the Plan, the Committee shall have the power, from time to time, to:
(i) select those Eligible Persons to whom Awards shall be granted under the Plan, determine the number of Shares to be granted pursuant to each Award, and, pursuant to the provisions of the Plan (as well as any other Company plan relating to such Award), to determine or modify the terms and conditions of each Award, including the restrictions applicable to such Shares, based on such factors as the Committee shall determine in its sole discretion;
(ii) interpret the Plan's provisions, prescribe, amend and rescind rules and regulations for the Plan, and make all other determinations necessary or advisable for the administration of the Plan; and
(iii) amend the terms of any agreement relating to any Award issued under the Plan; provided that no Award shall be materially adversely affected by any such amendment without the written consent of the Grantee.
The determination of the Committee in all matters as stated above shall be conclusive.
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