Patriot Scientific

Patriot Scientific Reports Profitable Quarter; Q3 FY '08 Net Income $6.3 Million or $0.02 Basic and Diluted Earnings Per Share.

over 16 years ago

Director Compensation

For Fiscal Year Ended May 31, 2007

Name	Fees Earned or Paid in Cash ($)			Option Awards ($) (1)			All Other Compensation	Total Compensation ($)
Carlton M. Johnson, Jr.	$	132,000	(2)		$	109,118		--	$	241,118
Gloria H. Felcyn		76,000	(3)			109,118		--		185,118
Helmut Falk, Jr.		36,000				109,118		--		145,118
James L. Turley		86,000	(4)			109,118		--		195,118

Director Compensation

For Fiscal Year Ended May 31, 2006

Director Attendance

During the fiscal year ended May 31, 2006, the Board held a total of five meetings. During the 2006 fiscal year, each of the directors of the Company attended at least 75% of the aggregate of (i) the total number of Board meetings and (ii) the total number of meetings held by all committees of the Board on which such director served during 2006. The Board expects all directors to attend its annual stockholder meetings; all of its directors attended the annual meeting of stockholders in 2006. (Nice gig)

Compensation of Directors

During the fiscal year ended May 31, 2006, options to purchase shares of Common Stock were issued to directors in respect of their service as directors in the following amounts: (i) options to acquire 500,000 shares to Mr. Falk, (ii) options to acquire 750,000 shares to Ms. Felcyn, (iii) options to acquire 1,000,000 shares to Mr. Johnson, (iv) options to acquire 900,000 shares to Mr. Pohl, and (v) options to acquire 400,000 shares to Mr. Turley. During the first quarter of the fiscal year ending May 31, 2006, the Company paid $60,000 each to Mr. Pohl and Mr. Johnson, $40,000 to Ms. Felcyn and $10,000 to Mr. Falk in connection with their efforts in the consummation of the TPL and Charles H. Moore Agreement. During the second quarter of the fiscal year ending May 31, 2006, the Company paid $10,000 to Ms. Felcyn for her services as Audit Committee chair. On February 3, 2006, the Board of Directors adopted a resolution which provides that each director will be paid compensation of $3,000 per month for his or her service as a director. The Company began making payments in February 2006. On March 8, 2006, the Compensation Committee authorized a special board fee of $40,000 to be paid to Mr. Johnson. Payment was made in March 2006. On March 20, 2006 the Compensation Committee adopted a resolution which provides that Mr. Johnson will be paid compensation of $3,000 per month for his services on the Phoenix Digital Solutions, LLC management board. The Company began making payments in March 2006. Expenses of the Company’s directors in connection with the attendance of board or committee meetings and company related activities are reimbursed by the Company.

Long Term Compensation
		Annual Cash Compensation			Awards		Payouts
Name and Principal Position	Fiscal Year	Salary ($)			Securities Underlying Options (#)		All other compensation

David H. Pohl President & CEO	2006	$	236,154			900,000			None

Thomas J. Sweeney CFO	2006	$	243,563			50,000			None

Jeffrey E. Wallin(2)	2006	$	25,131	(1)		None		$	142,642	(5)
President & CEO	2005	$	146,317	(1)		250,000			None
	2004	$	145,933	(1)		673,000			None

Lowell W. Giffhorn (3)	2006	$	22,893	(1)		None			None
Exec. VP, CFO & Secy.	2005	$	148,227	(1)		650,000			None
	2004	$	148,800	(1)		239,000			None

Patrick O. Nunally(4)	2006	$	1,380	(1)		None			None
VP and CTO	2005	$	122,734	(1)		200,000			None
	2004	$	180,000	(1)		173,000			None

Director Compensation

For Fiscal Year ended May 31, 2005

Director Attendance

During the fiscal year ended May 31, 2005, the Board held a total of 20 meetings. During the 2005 fiscal year, each of the directors of the Company attended at least 75% of the aggregate of (i) the total number of Board meetings and (ii) the total number of meetings held by all committees of the Board on which such director served during 2005. The Board expects all directors to attend its annual stockholder meetings; all of its directors attended the annual meeting of stockholders in 2005.

Compensation of Directors

During the fiscal year ended May 31, 2005, options to purchase shares of Common Stock were issued to directors in respect of their service as directors in the following amounts: (i) options to acquire 200,000 shares to each of Mr. Pohl, Ms. Felcyn and Mr. Falk, (ii) options to acquire 300,000 shares to Mr. Johnson, and (iii) options to acquire 100,000 shares to Mr. Giffhorn. During the first quarter of the fiscal year ending May 31, 2006, the Company paid $60,000 to each of Mr. Pohl and Mr. Johnson, $40,000 to Ms. Felcyn and $10,000 to Mr. Falk. During the first quarter of the fiscal year ending May 31, 2006, options to purchase 500,000 shares of Common Stock were issued to each of Mr. Pohl and Mr. Johnson, options to purchase 250,000 shares of Common Stock were issued to Ms. Felcyn, and options to purchase 100,000 shares of Common Stock were issued to Mr. Falk. On February 3, 2006, the Board adopted a resolution which provides that each director will be paid compensation of $3,000 per month for his or her service as a director. The Company began making payments in February 2006. Expenses of the Company’s directors in connection with the attendance of Board or committee meetings and company related activities are reimbursed by the Company.

	Long Term Compensation
				Annual Cash Compensation		Awards	Payouts
Name and Principal Position		Fiscal Year		Salary ($) (1)		Securities Underlying Options (#)	All other compensation

Jeffrey E. Wallin (2) President & CEO			2005 2004 2003		$ $ $	146,317 145,933 127,650		250,000 673,000 250,000	None None None

Lowell W. Giffhorn (3) Exec. VP, CFO & Secy.			2005 2004 2003		$ $ $	148,227 148,800 150,779		650,000 239,000 115,000	None None None

Patrick O. Nunally VP and CTO			2005 2004 2003		$ $ $	122,734 180,000 189,521		200,000 173,000 400,000	None None $52,500	(4)