(1)
|
Title
of each class of securities to which transaction
applies:
|
(2)
|
Aggregate
number of securities to which transaction
applies:
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
(5)
|
Total
fee paid:
|
1.
|
To
elect six members of the Board of Directors to serve until the next annual
meeting and until their successors have been elected and qualified;
and
|
2.
|
To
transact such other business as may properly come before the meeting or
any adjournment thereof.
|
By
Order of the Board of Directors
JOHN
H. KITCHEN, III
Secretary
|
Name
and Address
of
Beneficial Owner(1)
|
Number
of Shares Beneficially
Owned
|
Percentage
of Shares of
Common
Stock(2)
|
||
James
Wood(3)
|
939,230
|
15.76%
|
||
Richard
de J. Osborne(4)
|
331,002
|
5.56%
|
||
John
H. Kitchen, III(5)
|
149,989
|
2.48%
|
||
Kenneth
P. Bero(6)
|
69,071
|
1.15%
|
||
David
T. Riddiford(7)
|
50,802
|
*
|
||
Terry
W. Potter(8)
|
44,390
|
*
|
||
Murray
P. Fish(9)
|
27,301
|
*
|
||
Thomas
H. Kelly(10)
|
22,834
|
*
|
||
Robert
W. Clemens(11)
|
20,223
|
*
|
||
Daniel
F. Incropera(12)
|
15,369
|
*
|
||
Harvey
C. Gross (13)
|
12,717
|
*
|
||
William
B. Simmons(14)
|
7,500
|
*
|
||
All
current directors and executive
officers
as a group (12 persons)(15)
|
1,690,424
|
26.74%
|
||
WC
Capital, LLC(3)
c/o
James Wood
116
East Saddle River Road
Saddle
River, New Jersey 07458
|
689,966
|
11.64%
|
||
Kevin
C. Howe(16)
5416
Arbor Hollow
McKinney,
Texas 75070
|
581,932
|
9.82%
|
||
Doug
Pauly & Katie Pauly Comm Prop(17)
1509
First Street
Wenatchee,
WA 98801
|
507,694
|
8.57%
|
||
KVO
Capital Management LLC(18)
44
S. Main Street, Box 17
Hanover,
NH 03755
|
401,939
|
6.78%
|
______________________
|
|
*Less
than one percent.
|
(1)
|
Unless
otherwise indicated, each stockholder referred to above has sole voting
and investment power with respect to the shares listed and the address of
each stockholder is: c/o Datawatch Corporation, 271 Mill Road, Quorum
Office Park, Chelmsford, Massachusetts
01824.
|
(2)
|
The
number of shares of Common Stock deemed outstanding includes (i) 5,925,839
shares of Common Stock outstanding as of January 22, 2010 and (ii) with
respect to each individual, the number of options to purchase shares of
Common Stock which may be exercised by such individual within 60 days of
January 22, 2010.
|
(3)
|
Includes
211,651 shares of Common Stock, 35,112 options
that may be exercised within 60 days of January 22, 2010 and 2,501
restricted stock units. Also includes 689,966 shares held by WC Capital,
LLC. Mr. Wood, as a Managing Principal of WC Capital, LLC, shares the
power to vote and dispose of all 689,966 shares of the Common Stock held
by WC Capital, LLC.
|
(4)
|
Includes
157,131 shares of Common Stock, 28,000 options that may be exercised
within 60 days of January 22, 2010 and 2,501 restricted stock units. Also
includes 143,370 shares of Common Stock held by Carnegie Hill Associates,
LLC. Mr. Osborne is the Managing Principal of Carnegie Hill Associates,
LLC and may be deemed a beneficial owner of the shares held by Carnegie
Hill Associates, LLC. Mr. Osborne disclaims beneficial ownership of these
shares except to the extent of his pecuniary interest
therein.
|
(5)
|
Includes
21,276 shares of Common Stock, 125,713 options that may
be exercised within 60 days of January 22, 2010 and 3,000 restricted stock
units.
|
(6)
|
Includes
666 shares of Common Stock, 65,071 options that may be exercised within 60
days of January 22, 2010 and 3,334 restricted stock
units.
|
(7)
|
Includes
16,745 shares of Common Stock, 31,556 options that may be exercised within
60 days of January 22, 2010 and 2,501 restricted stock units. Included in
total options are 1,778 options that are due to expire on March 29,
2010.
|
(8)
|
Includes
10,333 shares of Common Stock, 31,556 options that may be exercised within
60 days of January 22, 2010 and 2,501 restricted stock
units. Included in total options are 1,778 options that are due
to expire on March 29, 2010.
|
(9)
|
Includes
500 shares of Common Stock, 23,801 options that may
be exercised within 60 days of January 22, 2010 and 3,000 restricted stock
units.
|
(10)
|
Includes
4,999 shares of Common Stock, 15,334 options that may
be exercised within 60 days of January 22, 2010 and 2,501 restricted stock
units.
|
(11)
|
Includes
500 shares of Common Stock, 16,723 options that may
be exercised within 60 days of January 22, 2010 and 3,000 restricted stock
units.
|
(12)
|
Includes
166 shares of Common Stock, 14,369 options that may
be exercised within 60 days of January 22, 2010 and 834 restricted stock
units.
|
(13)
|
Includes
500 shares of Common Stock, 9,217 options that may be exercised within 60
days of January 22, 2010 and 3,000 restricted stock
units.
|
(14)
|
Includes
4,167 shares of Common Stock and 3,333 restricted stock
units. Mr. Simmons does not hold any
options.
|
(15)
|
Includes
396,452 options that may
be exercised within 60 days of January 22,
2010.
|
(16)
|
Includes
114,000 shares of Common Stock owned by Mercury Fund VI, Ltd., 225,461
shares owned by Mercury Fund VII, Ltd. and 242,471 shares owned by Mercury
Fund VIII, Ltd. Mr. Howe exercises voting and disposition power over such
shares on behalf of Mercury Management, L.L.C., the General Partner of
Mercury Ventures, Ltd. and Mercury Ventures II, Ltd. Mercury Ventures,
Ltd. is the General Partner of Mercury Fund VI, Ltd. Mercury Ventures II,
Ltd. is the General Partner of Mercury Fund VII, Ltd. and Mercury Fund
VIII, Ltd. Share amounts obtained based on a Schedule 13G/A filed by these
entities on January 23, 2009.
|
(17)
|
Includes
334,594 shares held by Doug Pauly & Katie Pauly Comm Prop and 135,000
shares held by Northern Fruit Company, Inc. Also includes 38,100 shares
held by Katie Kavanaugh Pauly IRA Etrade Custodian. Share
amounts obtained based on a non-objecting beneficial owner
report generated as of December 31, 2009. As of the date
of this Proxy Statement, the Company does not have information as to (i)
whether beneficial ownership of any of these shares has been
disclaimed, (ii) who holds voting and dispositive power over these
shares or (iii) whether these shares continued to be beneficially owned by
such persons or entities and in such amounts as of January 22,
2010.
|
(18)
|
Includes
365,421 shares held in private accounts over which KVO has both voting and
dispositive power pursuant to contract, which voting and dispositive power
is revocable on or after December 31, 2010. Also includes 36,518 shares
held in a private account on behalf of Mr. Robert B. Ashton, a portfolio
manager of KVO, over which KVO has both voting and dispositive power
pursuant to contract until Mr. Ashton terminates his employment with KVO,
at which time the right to vote and dispose of such shares will revert to
him. Share amounts obtained based on a Schedule 13D filed by
this entity on September 1, 2009.
|
Name(1)
(a)
|
Fees
Earned or Paid in Cash ($)(2)
(b)
|
Stock
Awards ($)(3)
(c)
|
Option
Awards ($)(4)
(d)
|
Total
($)
(e)
|
||||
Robert
W. Hagger
|
$7,500
|
$1,468
|
$0
|
$8,968
|
||||
Thomas
H. Kelly
|
$15,000
|
$5,923
|
$1,984
|
$22,907
|
||||
Richard
de J. Osborne
|
$15,000
|
$5,923
|
$1,984
|
$22,907
|
||||
Terry
W. Potter
|
$15,000
|
$5,923
|
$1,984
|
$22,907
|
||||
David
T. Riddiford
|
$15,000
|
$5,923
|
$1,984
|
$22,907
|
||||
William
B. Simmons
|
$15,000
|
$8,283
|
$0
|
$23,283
|
||||
James
Wood
|
$15,000
|
$5,923
|
$1,984
|
$22,907
|
______________________
|
(1)
|
Mr.
Bero, the current President and Chief Executive Officer, did not receive
director compensation in 2009 as he was an employee of the Company during
the entire fiscal year. The compensation received by Mr. Bero as an
employee of the Company is shown in the Summary Compensation
Table.
|
(2)
|
The
annual retainer for 2009 was $15,000 for each Non-Employee director.
Effective March 20, 2009, Mr. Hagger was no longer a director of the
Company and therefore received 50% of the annual retainer in fiscal
2009.
|
(3)
|
The
amounts in column (c) reflect compensation expense for restricted stock
unit grants recognized for financial reporting purposes (exclusive of any
assumptions for forfeitures) under Financial Accounting Standards Board
(FASB) Accounting Standards Codification (ASC) Topic 718, Stock
Compensation (formerly, FASB Statement 123R) (“ASC 718”), for the fiscal
year ended September 30, 2009. During fiscal 2009, awards of
2,500 restricted stock units were granted to each of the Non-Employee
Directors.
|
(4)
|
The
amounts in column (d) reflect the dollar amount recognized on outstanding
options for financial statement reporting purposes for the fiscal year
ended September 30, 2009 and computed in accordance with ASC 718 but do
not take into consideration the effect of estimated forfeitures. For a
discussion of the assumptions underlying this valuation, please see Part
II, Item 7 - Management’s Discussion and Analysis of Financial Condition
and Results of Operations – Critical Accounting Policies in the Annual
Report on Form 10-K for the fiscal year ended September 30,
2009.
|
THE
AUDIT COMMITTEE
Thomas
H. Kelly, Chairman
David
T. Riddiford
Terry
W. Potter
|
•
|
base
salary, which is determined on an annual
basis;
|
•
|
annual
or other time-based cash incentive compensation;
and
|
•
|
long-term
incentive compensation in the form of options and other
awards.
|
Named
Executive Officer
|
Payment
- 2009
|
|||
Kenneth
P. Bero
|
$
|
101,766
|
||
Murray
P. Fish
|
$
|
50,403
|
||
John
H. Kitchen, III
|
$
|
28,178
|
||
Harvey
C. Gross
|
$
|
18,301
|
||
Daniel
F. Incropera
|
$
|
13,856
|
||
Robert
W. Clemens
|
$
|
5,000
|
Named
Officer
|
Options
Shares Granted
|
Restricted
Stock Units Granted
|
|
Kenneth
P. Bero
|
6,000
|
2,000
|
|
Robert
W. Clemens
|
4,000
|
1,500
|
|
Murray
P. Fish
|
4,000
|
1,500
|
|
Harvey
C. Gross
|
4,000
|
1,500
|
|
John
H. Kitchen III
|
4,000
|
1,500
|
|
Daniel
F. Incropera
|
1,500
|
500
|
Name
and Principal Position(1)
(a)
|
Fiscal
Year
(b)
|
Salary
(c)
|
Bonus
(d)
|
Stock
Awards
(2)
(e)
|
Option
Awards (3) (f)
|
Non-Equity
Incentive
Plan
Compensation
(g)
|
All
Other Compensation
(h)
|
Total
(i)
|
||||||||||||||||||||||
Kenneth
P. Bero
|
2009
|
$ | 285,000 | — | $ | 703 | $ | 67,391 | $ | 101,766(10) | $ | 676(17) | $ | 455,536 | ||||||||||||||||
President and
CEO(4)
|
2008 | $ | 237,500 | — | — | $ | 69,746 | $ | 60,404(10) | $ | 606(17) | $ | 368,256 | |||||||||||||||||
John H. Kitchen, III |
2009
|
$ | 190,000 | — | $ | 527 | $ | 1,573 | $ | 48,178(11) | $ | 517(17) | $ | 240,795 | ||||||||||||||||
CMO(5)
|
2008 | $ | 190,000 | — | — | $ | 5,620 | $ | 28,793(11) | $ | 487(17) | $ | 224,900 | |||||||||||||||||
Murray P. Fish |
2009
|
$ | 170,000 | — | $ | 527 | $ | 22,711 | $ | 90,403(12) | $ | 465(17) | $ | 284,106 | ||||||||||||||||
CFO(6)
|
2008 | $ | 170,000 | — | — | $ | 21,858 | $ | 43,450(12) | $ | 437(17) | $ | 235,745 | |||||||||||||||||
Daniel F. Incropera |
2009
|
$ | 135,000 | — | $ | 176 | $ | 11,051 | $ | 27,856(13) | $ | 368(17) | $ | 174,451 | ||||||||||||||||
Corporate
Controller(7)
|
2008 | $ | 125,000 | — | — | $ | 10,374 | $ | 23,483(13) | $ | 189(17) | $ | 159,046 | |||||||||||||||||
Robert W. Clemens |
2009
|
$ | 180,000 | $ | 5,000(14) | $ | 527 | $ | 18,721 | $ | 122,998(15) | $ | 491(17) | $ | 327,737 | |||||||||||||||
VP–Worldwide
Sales(8)
|
2008 | $ | 175,000 | — | — | $ | 17,325 | $ | 95,773(15) | $ | 447(17) | $ | 288,545 | |||||||||||||||||
Harvey C. Gross |
2009
|
$ | 150,000 | — | $ | 527 | $ | 11,357 | $ | 58,301(16) | $ | 18,644(18) | $ | 238,829 | ||||||||||||||||
VP-Product
Management and Development (9)
|
2008 | $ | 145,000 | — | — | $ | 9,960 | $ | 42,519(16) | $ | 45,076(18) | $ | 242,555 |
______________________
|
(1)
|
The
title presented reflects the principal position held by each named
executive officer as of September 30,
2009.
|
(2)
|
The
amounts in column (e) reflect compensation expense for restricted stock
unit grants recognized for financial reporting purposes (exclusive of any
assumptions for forfeitures) under Financial Accounting Standards Board
(FASB) Accounting Standards Codification (ASC) Topic 718, Stock
Compensation (formerly, FASB Statement 123R) (“ASC 718”) for the fiscal
year ended September 30, 2009. For a discussion of the assumptions
underlying this valuation, please see Part II, Item 7 - Management’s
Discussion and Analysis of Financial Condition and Results of Operations –
Critical Accounting Policies in the Company’s Annual Report on Form 10-K
for the fiscal year ended September 30,
2009.
|
(3)
|
The
amounts in column (f) represent the dollar amounts recognized for
financial statement reporting purposes for the fiscal year ended September
30, 2009 calculated in accordance with ASC 718 but do not take into
consideration the effect of estimated forfeitures. For a discussion of the
assumptions underlying this valuation, please see Part II, Item 7 -
Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Critical Accounting Policies in the Company’s Annual Report
on Form 10-K for the fiscal year ended September 30,
2009.
|
(4)
|
Mr.
Bero’s term as Chief Executive Officer commenced on January 1, 2008. He
previously held the position of Chief Operating Officer and Senior Vice
President.
|
(5)
|
Mr.
Kitchen’s term as Chief Marketing Officer and Senior Vice President
commenced on April 1, 2007. He previously held the position of Senior Vice
President of Desktop & Server
Solutions.
|
(6)
|
Mr.
Fish’s term as Chief Financial Officer, Vice President of Finance,
Treasurer and Assistant Secretary commenced on March 26,
2007.
|
(7)
|
Mr.
Incropera’s term as Corporate Controller and Vice President commenced on
September 7, 2007. He previously held the position of
Controller.
|
(8)
|
Mr.
Clemens’ term as Vice President of Worldwide Sales commenced on January 1,
2008. He previously held the position of Vice President of North American
Sales.
|
(9)
|
Mr.
Gross’ term as Vice President of Product Management and Development
commenced on October 17, 2008.
|
(10)
|
For
fiscal 2009, such amount represents a payment to Mr. Bero of $101,766
pursuant to the Corporate Officers Compensation Plan. For
fiscal 2008, such amount includes payments to Mr. Bero of $343 under the
Executive Sales Incentive Plan, and $60,061 pursuant to the Corporate
Officers Compensation Plan.
|
(11)
|
For
fiscal 2009, such amount includes a payment to Mr. Kitchen of $28,178
pursuant to the Corporate Officers Compensation Plan and $20,000 for
individual performance in fiscal 2009. For fiscal 2008, such amount
includes payments to Mr. Kitchen of $28,450 pursuant to the Corporate
Officers Compensation Plan and $343 under the Executive Sales Incentive
Plan.
|
(12)
|
For
fiscal 2009, such amount includes a payment to Mr. Fish of $50,403
pursuant to the Corporate Officers Compensation Plan and $40,000 for
individual performance in fiscal 2009. For fiscal 2008, such
amount includes a payment to Mr. Fish of $28,450 pursuant to the Corporate
Officers Compensation Plan and $15,000 for individual performance in
fiscal 2008.
|
(13)
|
For
fiscal 2009, such amount includes a payment to Mr. Incropera of $13,856
pursuant to the Corporate Officers Compensation Plan and $14,000 for
individual performance in fiscal 2009. For fiscal 2008, such
amount includes a payment to Mr. Incropera of $9,483 pursuant to the
Corporate Officers Compensation Plan and $14,000 for individual
performance in fiscal 2008.
|
(14)
|
Such
amount represents a discretionary bonus approved by the Compensation and
Stock Committee and distributed from the Corporate Officers Compensation
Plan.
|
(15)
|
For
fiscal 2009, such amount represents payment to Mr. Clemens of $ 122,998
pursuant to his fiscal 2009 sales commission plan. For fiscal 2008, such
amount represents payment to Mr. Clemens of $95,773 pursuant to his fiscal
2008 sales commission plan.
|
(16)
|
For
fiscal 2009, such amount includes a payment to Mr. Gross of $18,301
pursuant to the Corporate Officers Compensation Plan and $40,000 for
individual performance in fiscal 2009. For fiscal 2008, such amount
includes payments of $40,000 for individual performance in fiscal 2008 and
$2,519 pursuant to his fiscal 2008 commission
plan.
|
(17)
|
Such
amounts consist solely of the payment of life insurance
premiums.
|
(18)
|
For
fiscal 2009, such amount includes housing and relocation costs of $18,232
and payment of a life insurance premium of $412. For fiscal 2008, such
amount includes housing and relocation costs of $44,664 and payment of a
life insurance premium of $412.
|
Name
(a)
|
Date
of Grant (b)
|
All
Other Stock Awards: Number of Shares of Stock or
Units
(#)
(c)
|
All
Other
Option
Awards:
Number
of
Securities
Underlying
Options
(#)
(d)
|
Exercise
or
Base
Price
of
Option
Awards
($/Sh)
(e)(1)
|
Grant
Date
Fair
Value
of
Stock
and
Option
Awards(2)
(f)
|
|||||||||||||||
Kenneth
P. Bero
|
2-3-09 | 2,000 | 6,000 | $ | 1.61 | $ | 1,981 | |||||||||||||
Murray
P. Fish
|
2-3-09 | 1,500 | 4,000 | $ | 1.61 | $ | 1,380 | |||||||||||||
Robert
W. Clemens
|
2-3-09 | 1,500 | 4,000 | $ | 1.61 | $ | 1,380 | |||||||||||||
John
H. Kitchen III
|
2-3-09 | 1,500 | 4,000 | $ | 1.61 | $ | 1,380 | |||||||||||||
Harvey
C. Gross
|
2-3-09 | 1,500 | 4,000 | $ | 1.61 | $ | 1,380 | |||||||||||||
Daniel
F. Incropera
|
2-3-09 | 500 | 1,500 | $ | 1.61 | $ | 495 |
______________________
|
(1)
|
The
stock awards and option grants made to the named executive officers in
fiscal 2009 are intended to qualify as restricted stock units and
incentive stock options and, as such, each award or option were issued
with an exercise price equal to 100% of fair market value. Pursuant to the
2006 Equity and Compensation Incentive Plan, from which all of the stock
awards and options were granted, “fair market value” means the average of
the high and low prices of the Company’s common stock on the NASDAQ Stock
Market on the date of grant.
|
(2)
|
The
amounts reflected in the “Grant Date Fair Value of Stock and Options
Awards” column reflect the dollar amounts recognized for financial
statement reporting for the fiscal year ended September 30, 2009 and
computed in accordance with Financial Accounting Standards Board (FASB)
Accounting Standards Codification (ASC) Topic 718, Stock Compensation
(formerly, FASB Statement 123R) (“ASC 718”) but do not take into
consideration the effect of estimated forfeitures. For a discussion of the
assumptions underlying this valuation, please see Part II, Item 7
-Management’s Discussion and Analysis of Financial Condition and Results
of Operations – Critical Accounting Policies in the annual report on Form
10-K for the fiscal year ended September 30, 2009. Regardless of the value
placed on a stock option for financial reporting purposes, the actual
value of such option will depend upon the market value of the common stock
at such future date as the option is
exercised.
|
Option
Awards
|
Stock
Awards
|
|||||||||||||||||||
Name
(a)
|
Number
of Securities
Underlying
Unexercised
Options
(#)
Exercisable
(1)
(b)
|
Number
of Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(1)
(c)
|
Option
Price
($)
(d)
|
Option
Expiration
Date
(e)
|
Number
of Shares of Units of
Stock
that have Not Vested (4)
(#)
(f)
|
Market
Value of Shares of Units of Stock that have Not Vested (4)
($)
(g)
|
||||||||||||||
Kenneth
P. Bero
|
15,000 | 0 | $ | 3.83 | 4/22/2016(2) | 2,000 | $ | 3,210 | ||||||||||||
9,174 | 826 | $ | 2.49 | 10/19/2013(3) | ||||||||||||||||
27,700 | 19,748 | $ | 5.025 | 10/20/2014(3) | ||||||||||||||||
1,490 | 1,062 | $ | 5.025 | 10/20/2014(3) | ||||||||||||||||
1,000 | 5,000 | $ | 1.605 | 02/4/2016(3) | ||||||||||||||||
Robert
W. Clemens
|
5,838 | 2,494 | $ | 3.315 | 4/25/2014(3) | 1,500 | $ | 2,408 | ||||||||||||
5,838 | 4,162 | $ | 5.025 | 10/20/2014(3) | ||||||||||||||||
668 | 3,332 | $ | 1.605 | 2/4/2016(3) | ||||||||||||||||
John
H. Kitchen, III
|
6,668 | 0 | $ | 5.2735 | 6/9/2010(2) | 1,500 | $ | 2,408 | ||||||||||||
33,334 | 0 | $ | 1.3725 | 6/7/2011(2) | ||||||||||||||||
40,000 | 0 | $ | 0.74 | 3/9/2012(2) | ||||||||||||||||
20,000 | 0 | $ | 1.695 | 7/24/2013(2) | ||||||||||||||||
14,000 | 0 | $ | 2.60 | 11/22/2013(2) | ||||||||||||||||
5,000 | 0 | $ | 3.22 |
10/28/2014(2)
|
||||||||||||||||
5,000 | 0 | $ | 4.50 | 11/17/2015(2) | ||||||||||||||||
668 | 3,332 | $ | 1.605 | 2/4/2016(3) | ||||||||||||||||
Murray
P. Fish
|
12,500 | 2,500 | $ | 2.975 | 3/27/2014(3) | 1,500 | $ | 2,408 | ||||||||||||
7,506 | 2,494 | $ | 5.27 | 6/27/2014(3) | ||||||||||||||||
668 | 3,332 | $ | 1.605 |
2/4/2016(3)
|
||||||||||||||||
Daniel
F. Incropera
|
9,174 | 826 | $ | 2.49 | 10/19/2013(3) | 500 | $ | 803 | ||||||||||||
2,912 | 2,088 | $ | 5.025 | 10/20/2014(3) | ||||||||||||||||
250 | 1,250 | $ | 1.605 |
2/3/2016(3)
|
||||||||||||||||
Harvey
C. Gross
|
5,838 | 4,162 | $ | 5.025 |
10/19/2014(3)
|
1,500 | $ | 2,408 | ||||||||||||
668 | 3,332 | $ | 1.605 |
02/4/2016(3)
|
|
______________________
|
(1)
|
Options
vest every quarter over a three year period beginning three months from
the date of grant. Vesting of some or all options may be accelerated upon
a change of control or an acquisition in accordance with the Company’s
equity compensation plans.
|
(2)
|
Each
option award has a ten year term. Therefore, the grant date for each such
award is the date ten years prior to the date
shown.
|
(3)
|
Each
option award has a seven year term. Therefore, the grant date for each
such award is the date seven years prior to the date
shown.
|
(4)
|
Restricted
stock unit awards vest annually over a three year period beginning one
year from the date of grant.
|
Stock
Awards
|
|||||||||
Name
|
Number
of
Shares
Acquired
on
Vesting (1)
(#)
|
Value
Realized
on
Vesting(2)
($)
|
|||||||
David
T. Riddiford
|
1,667 | $ | 1,630 | ||||||
Terry
W. Potter
|
1,667 | $ | 1,630 | ||||||
Thomas
H. Kelly
|
1,667 | $ | 1,630 | ||||||
Richard
de J. Osborne
|
1,667 | $ | 1,630 | ||||||
William
B. Simmons
|
1,667 | $ | 2,384 | ||||||
James
Wood
|
1,667 | $ | 1,630 | ||||||
Robert
W. Hagger(3)
|
833 | $ | 891 |
______________________
|
(1)
|
Represents
number of restricted stock units that vested during fiscal
2009.
|
(2)
|
The
value realized upon vesting of the restricted stock units shown in the
table above was calculated as the product of the closing price of a share
of our common stock on the vesting date multiplied by the number of shares
vested.
|
(3)
|
Mr.
Hagger resigned as a director of the company effective March 20,
2009.
|
James
Wood, Chairman
Thomas
H. Kelly
Terry
W. Potter
David
T. Riddiford
|
Plan
Category
|
Number
of
Securities
to be
issued
upon
exercise
of
outstanding
options,
warrants
and
rights
|
Weighted
average
exercise
price
of
outstanding
options,
warrants
and
rights(3)
|
Number
of
securities
remaining
available
for
future
issuance
|
|||||||||
Equity
compensation plans
approved
by security holders
|
585,965
|
(1)
|
$3.053
|
330,667
|
||||||||
Equity
compensation plans
not
approved by security holders
|
2,329
|
(2)
|
$2.267
|
-0-
|
||||||||
Total
|
588,294
|
$3.050
|
330,667
|
______________________
|
(1)
|
Of
these shares, 249,325 were granted under the 2006 Stock Plan and 336,640
were granted under the 1996 Stock Plan. 330,667 shares remain available
for grant under the 2006 Stock
Plan.
|
(2)
|
Of
these shares, all 2,329 shares were granted under the International
Plan.
|
(3)
|
Weighted
average exercise prices do not include restricted stock units as these do
not contain exercise prices.
|
9/30/04
|
9/30/05
|
9/29/06
|
9/28/07
|
9/30/08
|
9/30/09
|
||||||
Datawatch
Corporation
|
100.00
|
62.91
|
45.87
|
79.74
|
31.54
|
42.29
|
|||||
SIC
Code Index
|
100.00
|
109.99
|
120.37
|
138.42
|
120.08
|
121.19
|
|||||
NASDAQ
Market Index
|
100.00
|
113.76
|
120.37
|
135.45
|
105.67
|
108.34
|
______________________
|
(1)
|
The
stock price performance shown on the graph is not necessarily indicative
of future price performance. Information used in the graph was obtained
from Morningstar, Inc., a source believed to be reliable, but the Company
is not responsible for any errors or omissions in such
information.
|
2008
|
2009
|
|||||||
Audit
Fees(1):
|
$ | 634,283 | $ | 516,427 | ||||
Tax
Fees(2):
|
35,028 | 13,396 | ||||||
Total
|
$ | 669,311 | $ | 529,823 |
______________________
|
(1)
|
Audit
Fees consisted of audit work performed in the preparation of financial
statements, as well as work generally only the independent auditor can
reasonably be expected to provide, such as services related to statutory
audits, comfort letters, consents and assistance with and reviews of
quarterly financial statements and other documents filed with the
Securities and Exchange Commission.
|
(2)
|
Tax
Fees consisted of fees related to tax compliance, tax planning and tax
advice. This includes preparation of tax returns for the Company, refund
claims, payment planning, taxpayer registration and tax audit
assistance.
|
Please
detach along perforated line and mail in the envelope
provided.
|
PLEASE SIGN,
DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE
IN BLUE OR BLACK INK AS SHOWN HERE ý
|
||||||||||||||
1. To elect the
nominees as Directors to serve until the next Annual Meeting of
Stockholders or until their successors are duly elected and
qualified.
|
THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED
OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR
THE ELECTION OF DIRECTORS.
|
|||||||||||||
NOMINEES:
|
|
|||||||||||||
o
|
FOR
ALL NOMINEES
|
m
|
Kenneth
P. Bero
|
|||||||||||
m
m
|
Thomas
H. Kelly
Richard
de J. Osborne
|
|||||||||||||
o
|
WITHHOLD
AUTHORITY
|
m
|
Terry
W. Potter
|
PLEASE
MARK, SIGN, DATE AND PROMPTLY
|
||||||||||
FOR
ALL NOMINEES
|
m
|
William
B. Simmons
|
RETURN THIS
PROXY.
|
|||||||||||
m
|
James Wood
|
|||||||||||||
o
|
FOR
ALL EXCEPT
|
|
||||||||||||
(See
instructions below)
|
||||||||||||||
INSTRUCTION: To withhold
authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and
fill in the circle next to each nominee you wish to withhold, as shown
here: m
|
||||||||||||||
To
change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via
this method.
|
o
|
|||||||||||||
Signature
of
Stockholder
|
Date:
|
Signature
of
Stockholder
|
Date:
|
|||||||||||||
Note: |
Please
sign exactly as your name or names appear on this Proxy. When shares are
held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate
name by duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized
person.
|
|||||||||||||||