Micrel stock-plan change would give options to directors who buy shares on their own - Jack Davis, 9/2/08

dw - if you are in the Silicon Valley, I would highly recommend
tracking this site.  Jack Davis is well connected and often writes
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 Micrel stock-plan change would give options to directors who buy shares on their own

POSTED BY JACK DAVIS ON SEPTEMBER 2ND, 2008 AT 7:14 AM | CATEGORIZED AS MICREL, OPTIONS | TAGGED AS GOVERNANCE, MICREL, STOCK OPTIONS
http://blogs.mercurynews.com/docudrama/2008/09/02/micrel-stock-plan-change-would-give-options-to-directors-who-buy-shares-on-their-own/

 Micrel, the San Jose chip maker that fought off a proxy challenge earlier this year from Obrem Capital Management, has proposed an amendment to its 2003 “Incentive Award Plan” that would automatically grant an option to purchase one share of its common stock to any independent director on its board for each share the director purchases on the open market, up to a maximum of 5,000 shares a year.

We’re assuming that the option would have a strike price equal to the price the director paid to buy each shares in the open market, but we couldn’t find language expressly addressing these potential option grants.

Presumably, the step is an inducement to get its independent directors more invested in the company. The longest serving of them, Michael Callahan, doesn’t currently own any shares, although he holds options on 18,750 exerciseable shares as of Aug. 6, despite having served since 2005. The two other independent directors, Neil Miotto and Frank Schneider, own 5,000 and 4,000 shares respectively.

Board chairman and chief executive, Ray Zinn, is the single biggest stockholder, with 11.9 million shares, or 16.7 percent of shares outstanding.

The change was offered as part of Micrel’s effort to increase the number of shares it may grant under its incentive plan by a third from 10.5 million to 14 million, according to a regulatory filing the company made Friday