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    The Wall Street Journal (see discussion of article below) pointed out a CEO option grant dated October 1998.

    The number of shares subject to option was 250,000 and the exercise price was (the trough in the stock price graph below.) Given a year-end price of , the intrinsic value of the options at the end of the year was (-) x 250,000 = ,750,000.

    (To learn more, read .) In short, it is this failure to disclose - rather than the backdating process itself - that is the crux of the options backdating scandal. To be clear, the majority of public companies handle their employee stock options programs in the traditional manner.

    That is, they grant their executives stock options with an exercise price (or price at which the employee can purchase the common stock at a later date) equivalent to the market price at the time of the option grant.

    Why the Board recommends holding future say-on-pay votes EVERY YEAR.

    Corporations, however, have defended the practice of stock option backdating with their legal right to issue options that are already in the money as they see fit, as well as the frequent occurrence in which a lengthy approval process is required.We strive to pay fair and competitive wages to all of our employees, considering the specific job markets and peer compensation.Our compensation program provides the greatest pay opportunity for named executives who demonstrate superior performance for sustained periods of time.In comparison, had the options been granted at the year-end price when the decision to grant to options actually might have been made, the year-end intrinsic value would have been zero.Backdating does not violate shareholder-approved option plans.

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