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BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
During fiscal 1993, the Board of Directors held fourteen (14) meetings.
The Board of Directors has established an Audit Committee, Compensation
Committee, Nominating Committee and an Executive Committee to oversee specific
matters affecting the Company.
The Audit Committee, currently composed of Messrs. Daniel Whitty
(Chairman), Malcolm Glazer, Kristian Siem and Jack Trotter, held two (2)
meetings in fiscal 1993. The Audit Committee meets with the Company's
independent accountants to review the Company's accounting policies, internal
controls and other accounting and auditing matters; makes recommendations to the
Board as to the engagement of independent accountants; and reviews the letter of
engagement and statement of fees relating to the scope of the annual audit and
special audit work which may be recommended or required by the independent
accountants.
The Compensation Committee, currently composed of Messrs. Peter Holt,
Malcolm Glazer, Kristian Siem and Daniel Whitty, held three (3) meetings during
fiscal 1993. The functions performed by the Compensation Committee include:
reviewing the Company's executive salary and bonus structure; reviewing Zapata's
stock option plans (and making grants thereunder); recommending directors' fees;
setting bonus goals; and approving salary and bonus awards to key executives.
The Nominating Committee, currently composed of Messrs. Peter Holt
(Chairman), Malcolm Glazer, Kristian Siem and Jack Trotter, held one (1) meeting
during fiscal 1993. The functions performed by the Nominating Committee
include: selecting candidates to fill vacancies on the Board of Directors;
reviewing the structure and composition of the Board; and considering
qualifications requisite for continuing Board service. The Nominating Committee
will consider candidates recommended by a stockholder of the Company. Any such
recommendation should be provided to the Corporate Secretary of the Company. In
January 1994, the Board of Directors amended the By-laws of the Company to
eliminate those provisions which require certain advance notice to the Board of
Directors for nominations by a stockholder.
The Executive Committee, currently composed of Messrs. Kristian Siem
(Chairman), R.C. Lassiter, Malcolm Glazer, Avram Glazer and Peter Holt, held one
(1) meeting in fiscal 1993. The Executive Committee reviews and develops
strategies and policies of the Company and recommends changes thereto.
Avram A. Glazer is the alternate for Malcolm I. Glazer on the Audit,
Compensation and Nominating Committees.
During the fiscal year ended September 30, 1993 each director attended at
least 75% of the aggregate number of meetings of the Company's Board of
Directors and respective Committees on which he served.
COMPENSATION OF DIRECTORS
Each non-employee director is paid an annual retainer of $20,000 plus $700
for each meeting of the Board or its committees they attend. Each director who
is not an employee of the Company and who also serves as the chairman of a
committee of the Board of Directors is paid an additional annual retainer of
$3,000. Pursuant to the Company's Amended and Restated Special Incentive Plan,
each non-employee director of the Company automatically receives, following
initial appointment or election to the Board of Directors, a grant of options to
purchase 100,000 shares of the Company's Common Stock at the fair market value
on the date of the grant. Each such option is exercisable in three equal annual
installments after the date of the grant. Those directors who are also Company
employees do not receive any additional compensation for their services as
directors.
On August 27, 1981, the Company and B. John Mackin entered into a
Consulting and Retirement Agreement pursuant to which Mr. Mackin, who was then
serving as chairman of the board and chief executive officer of the Company,
agreed to continue serving as chairman of the board and chief executive
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