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Caldera Proxy Statement, April 24, 2003
Tuesday, July 01 2003 @ 07:26 PM EDT

In a Caldera International, Inc./UT, Proxy Statement filed in April, I found a couple of interesting paragraphs regarding compensation of directors and executive officers:

"Each director is paid $25,000 plus $5,000 per committee served on, payable in restricted shares of the Company's common stock priced effective Feb. 21, 2003. Directors also participate in the Company's Omnibus Stock Incentive Plan, which provides for the award of an option to acquire 45,000 shares on joining the board and an option to acquire 15,000 shares for each year the board member continues to serve once stockholder approval is obtained at the Company's Annual Meeting,

"... General Compensation Policy. The compensation committee's policy is to provide the Company's executive officers with compensation opportunities that are based upon their personal performance, the financial performance of the Company and their contribution to that performance and that are competitive enough to attract and retain highly skilled individuals. Each executive officer's compensation package is comprised of three elements: i) base salary that is competitive with the market and reflects individual performance; ii) quarterly performance awards tied to performance of agreed-upon corporate objectives, and certain financial performance metrics of the Company, including but not limited to consolidated revenue, gross margin, net operating income and net income; and iii) long-term stock-based incentive awards designed to strengthen the mutuality of interests between the executive officers and its stockholders. As an officer's level of responsibility increases, a greater proportion of his or her total compensation will be tied to the Company's financial performance and stock price appreciation rather than base salary."[emphasis added]


So, am I missing something or aren't they saying that their top guys get paid more in stock than in money, and increasingly so the longer they are with the company as a director, because they want them to feel the same motivation as a shareholder?

Here are the two principal shareholders, both with Canopy Group:

"Ralph J. Yarro III has served as a member of the Company's Board of Directors since August 1998. Mr. Yarro has served as the President and Chief Executive Officer of The Canopy Group, Inc. since April 1995. Prior to joining The Canopy Group, Inc., he served as a graphic artist for the Noorda Family Trust. Mr. Yarro holds a BA from Brigham Young University.

 "Darcy Mott has served as a member of the Company's Board of Directors since March of 2002. Mr. Mott has served as Vice President, Treasurer and Chief Financial Officer of The Canopy Group, Inc., a technology investment company, since May 1999. Prior to joining Canopy, Mr. Mott served as Vice President and Treasurer of Novell, Inc., from December 1995 to September 1998 and prior to that position, Mr. Mott served in various other financial management positions for Novell since September 1986. Mr. Mott worked for Arthur Andersen & Company from 1977 to 1986. Mr. Mott is a certified public accountant and holds a B.S. degree in Accounting from Brigham Young University. "

The principal stockholders listed in this document include:

The Canopy Group, Inc.
333 South 520 West, Suite 300
Lindon, Utah 84042
5,318,494
43.4 %

Listed also, as named officers and directors are:

Ralph J. Yarro, III
5,388,669 (1)
43.9%

Darcy Mott
5,318,831 (4)
43.4 %


In addition, the company and Canopy are in a lease agreement for the SCO headquarters:

 "During fiscal year 2002, the Company entered into an operating lease agreement with Canopy for office space for its headquarters in Utah that continues through December 2007. The Company pays Canopy approximately $46,000 per month for this office space."


Among things to be voted on at the then-next stockholder meeting, May 16:

"Proposal to approve the 2002 Omnibus Stock Incentive Plan and to provide for up to 1,500,000 shares of common stock to be issued under the plan.

"Proposal to approve an amendment to the 2000 Employee Stock Purchase Plan to provide for an additional 500,000 shares to be issued under the plan."


Earlier today, I posted some Lycos information I had come across. However, checking at the SEC site, I don't believe that the Lycos information can be correct, so I have taken it down.


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