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SPIN

09/05/03 12:09 PM

#9046 RE: rwk #9041

no option objections

when tied to performance.

but guaranteed non-performance-related bonuses?

Wave cannot be on the cusp of deployment & still be construed as a "development stage" corp. The comp plan was established in 1994. Much has changed in the decade since that plan was established and many things seem to remain the same.

a rubber stamp to renew this comp plan does not, IMO, build shareholder value.

a new comp plan should be established w/unambiguous milestones and performance benchmarks.

Snack is bantering $300/share and the 1994 comp plan is being extended to 2009

It might seem fine to a void, but the financial press would skewer it for what it is.

some here defended it on the basis that it was disclosed by SKS or Feeney (news to me). others claim it is a cost-saving measure?!? (they have to draft, review, print & circulate a second proxy - how does that save dime one?).

BTK - btw, my BofD objections were not about the members of the bored (despite the cronyism IMO the members are an asset (though i know very little about Bagalay's contributions)). my objection was to BofD terms all running concurrently. staggered terms would diminish some of the rubber stamp authority (though prolly not very much).

the series H_ell "clean-up" is likely a necessary evil & i don't have enough knowledge about the machinations to ascribe anything good or bad to its removal from the prior proxy.

but i definitely do believe that the compensation plan crafted in 1994 should not govern exec comp until 2009, especially if the success predictions here are even 10% accurate.

performance-based benchmarks & clearly delineated milestones attached to comp would build shareholder value IMO.

the "smoky room" was mere metaphor John. but you already knew that.

SPIN