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Dataram Corp. Reports Operating Results (10-K/A)

May 27, 2010 | About:
10qk

10qk

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Dataram Corp. (DRAM) filed Amended Annual Report for the period ended 2009-04-30.

Dataram Corp. has a market cap of $14.7 million; its shares were traded at around $1.65 with and P/S ratio of 0.6. DRAM is in the portfolios of Jim Simons of Renaissance Technologies LLC.

Highlight of Business Operations:



(1) On May 7, 2008, John H. Freeman succeeded Robert V. Tarantino as

President and Chief Executive Officer. Mr. Tarantino retired effective that

date and is no longer an executive officer of the Company. Other

compensation in 2009 consists of payments made pursuant to a retirement

agreement totaling $630,689 and $519 of payments by the Company to a plan

trustee under the Company's Savings and Investment Retirement Plan.

(2) On January 15, 2009, Mr. Pawlik's employment with the Company ceased

effective that date and he is no longer an executive officer of the Company.

Salary of $154,135 consists of salary of $124,135 and commissions of

$30,000. Other compensation in 2009 consists of payments made pursuant to

a separation agreement totaling $56,412 and $5,939 of payments by the

Company to a plan trustee under the Company's Savings and Investment

Retirement Plan. (3) Consists of salary of $165,000 and commissions of

$50,000.

(4) Consists of salary of $150,000 and commissions of $35,000.

(5) Automobile allowances.

(6) We measure the fair value of stock options using the Black-Scholes

option pricing model based upon the market price of the underlying common

stock as of the date of grant, reduced by the present value of estimated

future dividends, using an expected quarterly dividend rate of nil in

fiscal year 2009 and $0.06 in fiscal year 2008 and 2007, and risk-free

interest rates ranging from 3.0% to 5.0%. For fiscal year 2009 option values

were $2.985 for Mr. Freeman's option grant, $1.856 for Messrs. Maddocks'

and Duncan's option grant, and $1.596 for Mr. Lougee's, and $1.027 for

Mr. Sheerr's option grant. The 2008 and 2007 option values calculated using

this model are $1.81 and $2.00 per share, respectively, for options granted

in those fiscal years.

(7) Payments by the Company to a plan trustee under the Company's Savings

and Investment Retirement Plan, a 401(k) plan. The Company does not have a

pension plan.



John H. Freeman 5/7/2008 150,000 $3.20 $447,750



Jeffrey H. Duncan 9/25/2008 8,000 $1.99 $ 14,848



Anthony M. Lougee 9/25/2008 3,500 $1.99 $ 5,856



David Sheerr 4/16/2009 20,000 $1.28 $ 20,540



Mark E. Maddocks and Jeffrey H. Duncan entered into similar Employment

Agreements with the Company as of February 1, 2005. Each agreement

continues on a year to year basis until terminated by the Company on thirty

(30) days notice before April 30th of each year. The current base

compensation under these agreements for Mr. Maddocks is $201,424, and for

Mr. Duncan is $199,032, which is subject to annual review by the Board of

Directors. In addition, executives will receive a bonus based upon a

formula which shall be reviewed and approved annually by the Board of

Directors. The Employment Agreements may be terminated by the Company for

cause and expire upon the death or six months after the onset of the

disability of the executive. In the event of termination or non-renewal,

the executive is entitled to one year's base salary at the current rate plus

a pro rata bonus for the current year. The Employment Agreements contain

terms concerning confidentiality, post-employment restrictions on

competition and non-solicitation of Company employees.



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