Summary of Non-Employee Director Compensation Arrangements
Set forth below is a summary of the compensation arrangements for SimpleTech’s (the “Company”) non-employee directors that
have been in effect since the Company’s initial public offering in October 2000.
Meeting Fees : Each non-employee director receives $3,000 for attendance at each meeting of the Company’s Board of Directors
(the “Board”), but does not receive any compensation for attendance at meetings of the various committees of the Board.
Equity Compensation :
Automatic Option Grants : Each non-employee director will, upon his initial election or appointment to the Board, receive
an automatic option grant under the 2000 Stock Incentive Plan (“2000 Plan”) to purchase 30,000 shares of the Company’s
common stock. The option will have an exercise price equal to the fair market value of the common stock on the grant date as
measured by the closing price of the common stock as reported on the Nasdaq National Market on the date of grant and will
carry a term of 10 years measured from the grant date, subject to earlier termination following the optionee’s cessation of service
on the Board. The option will be immediately exercisable for all the option shares; however, the Company may repurchase, at the
exercise price paid per share, any shares purchased under the option which are not vested at the time of the optionee’s
cessation of Board service. The shares subject to each automatic grant will vest in a series of five successive equal annual
installments upon the optionee’s completion of each year of Board service over the five-year period measured from the date of
grant. However, the shares will immediately vest in full upon certain changes in control or ownership of the Company or upon
the optionee’s death or disability while serving as a Board member.
Additional Option Grants : Each non-employee director is also eligible to receive additional option grants under the 2000