Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
January 12, 2008, the Board of Directors (the “Board”) of Ionatron, Inc. (the
“Registrant”), based on the recommendation of the Compensation Committee of the
Board, amended its Independent Director Compensation Program (the “Program”) to
revise the compensation to be paid to each of the “independent directors” (as
defined in the Nasdaq Marketplace Rules) of the Board as follows:
Cash
Compensation
.
The
Registrant shall pay a cash retainer to its independent directors under the
Program for each calendar year as follows:
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1.
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The
Chairman of the Board, if he is an independent director, or the lead
independent director if one has been appointed in the absence of
an
independent Chairman of the Board, shall be paid a monthly cash retainer
in an annualized amount of $100,000 for serving as Chairman of the
Board.
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2.
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The
Chairman of the Audit Committee of the Board shall be paid a monthly
cash
retainer in an annualized amount of $75,000 for serving as Chairman
of the
Audit Committee.
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3.
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The
Chairman of the Compensation Committee of the Board shall be paid
a
monthly cash retainer in an annualized amount of $62,500 as compensation
for serving as Chairman of the Compensation
Committee.
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4.
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The
Chairman of the Nominating and Corporate Governance Committee of
the Board
(the “Nominating Committee”) shall be paid a monthly cash retainer in an
annualized amount of $55,000 for serving as Chairman of the Nominating
Committee of the Board.
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5.
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Each
independent director (other than the Chairman of the Board, lead
independent director or Chairman of the Audit Committee, Compensation
and
Nominating Committees) shall be paid a monthly cash retainer in an
annualized amount of $50,000 for serving as a
director.
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The
monthly cash retainer to be paid to the independent directors, as set forth
above, commences in January 2008 and shall be paid on the last day of each
month.
Upon
an
appointment of a new independent director to the Board, during the calendar
year
of such appointment, such new director shall receive the monthly cash retainer
at the same rate as the independent directors who do not serve as a Chairman
(i.e. at the annualized rate of $50,000 per annum), pro rated to begin on the
date of election or appointment to the Board. In the event a director assumes
a
position as independent Chairman of the Board, lead independent director or
Chairman of the Audit Committee, Compensation or Nominating Committee during
a
calendar year such independent director’s additional cash compensation shall be
pro rated at the applicable rates for such calendar year.
Stock
Grants
.
On
January 15
th
of each
year (or on the first business day thereafter if January 15
th
is not a
business day), independent directors shall receive an award of stock grants
under the Program as follows:
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1.
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A
number of shares of the Registrant’s common stock to the Chairman of the
Board equal to $100,000 divided by the closing sale price of the
Registration’s common stock on the respective date of the
award.
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2.
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A
number of shares of the Registrant’s common stock to the Chairman of Audit
Committee of the Board equal to $75,000 divided by the closing sale
price
of the Registration’s common stock on the respective date of the
award.
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3.
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A
number of shares of the Registrant’s common stock to the Chairman of the
Compensation Committee of the Board equal to $62,500 divided by the
closing sale price of the Registration’s common stock on the respective
date of the award.
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4.
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A
number of shares of the Registration’s common stock to the Chairman of the
Nominating Committee of the Board equal to $55,000 divided by the
closing
sale price of the Registration’s common stock on the respective date of
the award.
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5.
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A
number of shares of the Registrant’s common stock to each independent
director (other than the Chairman of the Board, lead independent
director
and Chairman of the Audit, Compensation and Nominating Committees)
equal
to $50,000 divided by the closing sale price of the Registration’s common
stock on the respective date of the
award.
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The
stock
awarded to the independent directors, as set forth above, shall be fully vested
on the respective date of award.
Upon
that
initial appointment of a new independent director to the Board, for the calendar
year of such appointment, such new director shall receive an initial stock
award, if any, as determined by the Board. In the event that a director assumes
a position as independent Chairman of the Board, lead independent director
or
Chairman of the Audit, Compensation or Nominating Committee during a calendar
year, such independent director shall receive an additional stock grant for
the
incremental value awarded under the Program for the position so assumed, pro
rated to begin on the date of appointment, and such additional stock shall
be
valued at the closing sale price on the date of such appointment.
Stock
Option Grants
.
On
January 15
th
of each
year (or on the first business day thereafter if January 15
th
is not a
business day), the Registrant shall grant options to purchase 10,000 shares
of
the Registrant’s common stock to each independent director. The exercise price
of such options shall be the closing sale price of the Registrant’s common stock
on the date of grant.
Upon
the
initial appointment of a new independent director to the Board, for the calendar
year of such appointment, such new director shall receive an initial option
grant, if any, as determined by the Board.
At
anytime during which an independent director serves in more than one position
of
Chairman of the Board, lead independent director and Chairman of the Audit
Committee or Compensation Committee, he shall receive the higher level
compensation paid for any such position the director then holds.
