Non-Employee Director Compensation Schedule for Board and Committee Service
This document outlines the compensation structure for non-employee directors of the company. Directors receive an annual cash retainer, additional fees for attending meetings, and extra compensation for serving as committee chairs or members. They also receive annual stock option grants and restricted stock unit awards, with vesting schedules based on board service milestones. Directors are reimbursed for expenses related to board activities. The agreement specifies the amounts and conditions for each type of compensation.
Exhibit 10.10
Chart of Compensation Paid to Non-Employee Directors
| Cash Compensation for Directors |
|
|
| |
| Annual Retainer |
| $ | 45,000 |
|
| For Each Board or Committee Meeting Attended in Person or by Telephone |
| $ | 2,500 |
|
| For Service as Chairman of the Audit Committee |
| $ | 20,000 |
|
| For Service as Chairman of the Compensation Committee |
| $ | 20,000 |
|
| For Service as Chairman of the Nominating and Corporate Governance Committee |
| $ | 10,000 |
|
| For Service as an Audit Committee Member |
| $ | 5,000 |
|
| Per Day for Special Assignments |
| $ | 5,000 |
|
|
|
|
|
| |
| Equity Compensation for Directors |
|
|
| |
| Annual Stock Option Grant upon Re-election to the Board |
| 10,000 shares | * | |
| Annual Restricted Stock Unit Award upon Re-election to the Board |
| 5,000 units | * | |
| Stock Option Grant upon Initial Appointment or Election to the Board or Upon Ten Years of Continuous Service on the Board |
| 20,000 shares | ** | |
| Restricted Stock Unit Award upon Initial Appointment or Election to the Board or Upon Ten Years of Continuous Service on the Board |
| 10,000 units | ** | |
*The annual stock option grants and annual restricted stock unit awards will vest ratably every three months over the one-year period from the date of grant.
**The stock option grants and restricted stock unit awards granted in connection with a director’s initial election to the board or his or her tenth year of continuous service on the board (which are granted in lieu of the annual grant to the person in that year) will vest ratably every three months over the two-year period from the date of grant.
In addition to the compensation listed in the table above, non-employee directors are reimbursed for expenses incurred in attending board, committee and stockholder meetings.
