SUMMARY COMPENSATION TABLE. The following table presents certain summary
information concerning compensation paid or accrued by the Company for services
rendered in all capacities during the fiscal years ended June 30, 2003, 2002,
and 2001 for (i) the Chief Executive Officer ("CEO") of the Company, and (ii)
each of the other four executive officers of the Company (determined as of the
end of the last fiscal year) whose total annual salary and bonus exceeded
$100,000 (collectively, including the CEO, the "Named Executive Officers").
(1) The above table omits information concerning Long Term Incentive Plans
("LTIPs") (plans, other than restricted stock, stock option, or SAR
plans, which provide for the payment of incentive compensation for
performance expected to occur over more than one fiscal year), because
the Company has no LTIPs.
(2) This column consists of the value realized upon the exercise of stock
options for the fiscal years indicated. For more information, see
"Aggregate Stock Option Exercises During the Fiscal Year." In all
cases, the value of perquisites and other benefits in any fiscal year
did not exceed the lesser of $50,000 or 10% of the total salary and
bonus reported and, under applicable SEC compensation disclosure rules,
are not required to be included in this column.
(3) This column consists of Incentive Stock Options granted to executive
officers for the fiscal years indicated. For additional information,
see "Stock Options Granted During Fiscal Year" and "Other Compensation
Arrangements - Stock Option Plans."
(4) "All Other Compensation" consists of the following: (i) Company
matching contributions under the Company's 401(k) Plan for the accounts
of John C. Koss ($7,500 in 2003, $7,866 in 2002, and $7,500 in 2001),
Michael J. Koss ($15,750 in 2003, $11,000 in 2002, and $10,500 in
2001), John Koss, Jr. ($11,192.68 in 2003, $11,103 in 2002, and $9,880
in 2001), Ms. Sachdeva ($12,712 in 2003, $10,259 in 2002, and $11,224
in 2001), and Ms. Lillie ($17,415.91 in 2003, $10,606 in 2002, and
$10,752 in 2001); (ii) Company contributions to the KESOT for the
accounts of John C. Koss ($4,849 in 2003, $5,868 in 2002, and $5,917 in
2001), Michael J. Koss ($6,680 in 2003, $5,868 in 2002, and $5,917 in
2001), John Koss, Jr. ($2,208 in 2003, $5,868 in 2002, and $5,917 in
2001), Ms. Sachdeva ($1,686 in 2003, $4,062 in 2002, and $3,914 in
2001), and Ms. Lillie ($1,621 in 2003, $3,937 in 2002, and $3,749 in
2001); (iii) premiums paid by the Company for life insurance for John
C. Koss ($5,031 in 2003, $5,805 in 2002, and $3,645 in 2001), Michael
J. Koss ($2,283 in 2003, $2,354 in 2002, and $1,425 in 2001), John
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Koss, Jr. ($1,459 in 2003, $1,402 in 2002, and $87 in 2001), Ms.
Sachdeva ($414 in 2003, $245 in 2002, and $34 in 2001), and Ms. Lillie
($1,737 in 2003, 375 in 2002, and $150 in 2001).
STOCK OPTIONS GRANTED DURING FISCAL YEAR. The following table provides
certain information concerning stock options granted to Named Executive Officers
during the fiscal year ended June 30, 2003.
INDIVIDUAL GRANTS
-----------------------------
PERCENT OF
SECURITIES TOTAL
UNDERLYING OPTIONS/SARS POTENTIAL REALIZABLE VALUE AT ASSUMED
OPTIONS/ GRANTED TO ANNUAL RATES OF STOCK PRICE APPRECIATION
SARS EMPLOYEES IN EXERCISE OR FOR OPTION TERM (1)
GRANTED FISCAL YEAR BASE PRICE EXPIRATION -------------------------------------------
NAME (#) (2) ($ PER SHARE) DATE 0% (3) 5% 10%
---------------- ---------- ------------ ------------- ---------- ------------- ------------ -----------
John C. Koss n/a n/a n/a n/a n/a n/a n/a
Michael J. Koss 60,000 33.33% $17.32 April 30, 2008 $(94,200.00) $ 166,894.05 $482,731.95
John Koss, Jr. 40,000 22.2% $17.32 April 30, 2008 $(62,800.00) $ 111,262.70 $321,821.30
Sujata Sachdeva 20,000 11.1% $15.75 April 30, 2013 -- $ 198,101.61 $502,028.73
Lenore E. Lillie 10,000 5.6% $15.75 April 30, 2013 -- $ 99,050.81 $251,014.37
(1) These assumed values result from using certain rates of stock price
appreciation prescribed under Securities and Exchange Commission rules
and are not intended to forecast possible future appreciation in the
Company's common stock. The actual value of these option grants is
dependent on future performance of the common stock and overall stock
market conditions. There is no assurance that the values reflected in
this table will be achieved.
(2) The percentages set forth in this table are based on 180,000 total
stock option shares granted for the fiscal year ended June 30, 2003.
(3) The exercise price for Michael J. Koss and John Koss, Jr. is equal to
110% of the closing price on the date of grant.
AGGREGATE STOCK OPTION EXERCISES DURING THE FISCAL YEAR. The following
table provides certain information about stock options exercised by the Named
Executive Officers during the fiscal year ended June 30, 2003 and held by the
Named Executive Officers on June 30, 2003.
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-MONEY
SHARES UNEXERCISED OPTIONS/SARS AT OPTIONS/SARS AT FISCAL YEAR
ACQUIRED ON VALUE FISCAL YEAR END END (1) (DOLLARS)
EXERCISE REALIZED ------------------------------- -------------------------------
NAME (#) (DOLLARS) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---------------- -------------- -------------- -------------- -------------- -------------- --------------
John C. Koss n/a n/a n/a n/a n/a n/a
Michael J. Koss 100,000 $ 1,057,250 75,000 145,000 $ 327,900 $ 170,300
John Koss, Jr. 20,000 222,675 102,500 97,500 870,350 122,700
Sujata Sachdeva 5,000 49,750 7,500 35,000 12,225 102,413
Lenore E. Lillie 5,000 44,750 10,000 25,000 44,788 75,912
(1) Based on the $18.40 per share market value of the Common Stock on June
30, 2003, determined with reference to the closing price of the Common
Stock on that date as reported on The Nasdaq Stock Market. Options are
"in-the-money" if the fair market value of the Common Stock on June 30,
2003 exceeded the exercise price.
8
EQUITY COMPENSATION PLAN INFORMATION. The table set forth below
provides certain information with respect to the Company's equity compensation
plans as of the end of the most recently completed fiscal year (June 30, 2003)
under which equity securities of the Company are authorized for issuance.
EQUITY COMPENSATION PLAN INFORMATION TABLE
NUMBER OF SECURITIES REMAINING
NUMBER OF SECURITIES TO BE WEIGHTED-AVERAGE AVAILABLE FOR FUTURE ISSUANCE
ISSUED UPON EXERCISE OF EXERCISE PRICE OF UNDER EQUITY COMPENSATION PLANS
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES REFLECTED IN
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS COLUMN (a))
------------------------------ --------------------------- ------------------- ----------------------------------
(a) (b) (c)
EQUITY COMPENSATION PLANS
APPROVED BY SECURITY HOLDERS 650,000 $14.75 763,483
EQUITY COMPENSATION PLANS NOT
APPROVED BY SECURITY HOLDERS Not applicable Not applicable Not applicable
TOTAL 650,000 $14.75 763,483
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