performance during the current fiscal year and his or her expected contributions
during the succeeding fiscal year.
Compensation of the Principal Executive Officer. The Compensation Committee
reviews the performance of the principal executive officer of the Company, as
well as other executives of the Company and its subsidiaries, annually. H.K.
Desai was appointed as the Company's President and Chief Executive Officer
effective January 25, 1996, after serving as President and Chief Technical
Officer from August 4, 1995. As the principal executive officer of the Company,
Mr. Desai's compensation was determined based on a consideration of the various
factors discussed above, including the performance of the Company, the
individual performance of Mr. Desai, a review of the compensation packages of
executives in computer industry companies similar in size and complexity to the
Company, and Mr. Desai's performance compared to various objective and
subjective goals established by the Board of Directors. It is the practice of
the Board of Directors to set performance goals at the commencement of a fiscal
year, to give a performance appraisal to the Chief Executive Officer at the end
of the fiscal year, and to set payment of incentive payments based on the Chief
Executive's performance as measured against such objectives. As the principal
executive officer of the Company during a portion of fiscal year 1996, Mr.
Gable's compensation was determined based on a consideration of the various
factors discussed above. Mr. Gable resigned as a director and officer of the
Company effective June 7, 1995.
George D. Wells
Carol L. Miltner