Summary of Compensation Payable to Non-Employee Directors

Summary

This document outlines the compensation for non-employee directors of the company. Non-employee directors receive an annual cash retainer, additional fees for attending board and committee meetings, and stock options under the Independent Directors’ Stock Option Plan. Newly elected directors receive a larger initial stock option grant. All options vest immediately. Directors are also reimbursed for reasonable travel expenses related to board and committee meetings.

EX-10.1 2 g98224exv10w1.htm EX-10.1: SUMMARY OF COMPENSATION PAYABLE TO NON-EMPLOYEE DIRECTORS exv10w1

Exhibit 10.1

SUMMARY OF COMPENSATION PAYABLE TO NON-EMPLOYEE DIRECTORS

Director Cash Fees

Each Non-Employee Director is paid an annual retainer of $20,000 and each Non-Employee Director Committee Chair is paid an annual retainer of $24,000, payable in equal installments at the time of each quarterly meeting. In addition, each Non-Employee Director receives, as applicable

	•		a per Board meeting attendance fee of $1,200 per meeting (a)

	•		a per Committee attendance fee of $750 for Committee members (a)

	•		a per telephonic meeting attendance fee of $500

(a) Directors may receive only one meeting fee per day paid at the highest fee.

Director Stock Option Plan

Under the Independent Directors’ Stock Option Plan (the “Directors’ Plan”), each Non-Employee Director elected to the Board is granted an option to purchase 1,500 shares of common stock each year. In addition, any newly elected Non-Employee Director is initially granted an option to purchase 6,000 shares under this same plan. All options vest as of date granted.

Travel Expense Reimbursement

Directors are entitled to reimbursement of their reasonable travel expenses for attending Board of Directors and Board Committee meetings.