EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or accrued by the
Company to the Company's Chief Executive Officer and to each of the four most
highly compensated executive officers of the Company for services rendered to
the Company during the fiscal year ended December 31, 2002 ("CY 2002"), the
nine-month fiscal period ended December 31, 2001 and the fiscal year ended March
31, 2001 ("FY 2001").
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS
-------------
ANNUAL COMPENSATION SECURITIES NUMBER OF
---------------------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPLE POSITION PERIOD SALARY BONUS OPTIONS COMPENSATION (1)
----------------------------- ----------- ---------- --------- ------------- ----------------
Mark C. Layton.................. CY 2002 $ 328,991 $ -- -- $ 14,613
Chairman, President, Chief 9 Mos. 2001 283,080 28,125 594,056 (2) 16,783
Executive Officer FY 2001 363,603 28,125 554,056 (3) 20,963
Steven S. Graham................ CY 2002 226,684 -- 15,000 5,748
Executive Vice President 9 Mos. 2001 179,723 15,625 607,449 (2) 5,133
-Chief Technology Officer FY 2001 230,640 15,625 567,449 (3) 5,543
Michael G. Willoughby........... CY 2002 220,846 -- 80,000 240
Executive Vice President 9 Mos. 2001 122,308 3,750 34,000 (2) 186
-Chief Information FY 2001 159,000 3,750 35,000 --
Officer
Thomas J. Madden................ CY 2002 176,923 -- 15,000 6,361
Executive Vice President 9 Mos. 2001 153,846 13,750 344,673 (2) 4,609
-Chief Financial Officer FY 2001 200,000 13,750 294,673 (3) 5,060
C. Clifford Defee (4)........... CY 2002 189,000 -- -- 61,288 (4)
Executive Vice President - 9 Mos. 2001 160,769 10,625 286,022 (2) 1,945
Chief Operating Officer FY 2001 206,115 10,625 241,022 (3) 1,389
Harvey H. Achatz................ CY 2002 109,530 -- 3,000 5,600
Vice President - 9 Mos. 2001 91,768 2,500 67,974 (2) 5,133
Administration and FY 2001 118,103 2,500 82,974 (3) 5,774
Secretary
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(1) All Other Compensation represents compensation in respect of one or
more of the following: personal use of Company automobiles; life
insurance premiums paid by the Company for the benefit of the named
executive officer; tax return preparation services paid by the Company;
contributions to 401(k) accounts paid by the Company; personal travel
expenses and relocation costs.
(2) Represents options issued during the fiscal period ended December 31,
2001 pursuant to a Company option exchange offer.
(3) Includes the following options issued by the Company in July 2000 in
connection with the adjustment and conversion of pre-spin-off Daisytek
options into Company options upon the effective date of the spin-off:
Mark C. Layton - 504,056; C. Clifford Defee - 206,022; Steven S. Graham
- 532,449; Thomas J. Madden - 259,673; and Harvey H. Achatz - 27,974.
(4) Mr. Defee's position as an executive officer was terminated as part of
a restructuring in September 2002. In addition to the items described
in item (1) above, All Other Compensation for Mr. Defee also includes
$60,000 paid to Mr. Defee in consideration for the sale and transfer of
certain vested, non-cancelable stock options held by him to purchase
331,022 shares of common stock at various prices.
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