Summary of Board of Directors Compensation as of November 9, 2012

Summary

This document outlines the compensation structure for the Board of Directors, effective as of November 9, 2012. It details annual cash retainers for board members, the board chair, and committee chairs and members, as well as the terms for initial and annual equity grants. The compensation includes specific amounts for each role, with some exceptions and waivers noted. Equity grants vest according to set schedules tied to annual meetings of stockholders. The agreement is between the company and its board members.

EX-10.3 3 adepex103q12013.htm EXHIBIT 10.3 ADEPEX10.3Q12013

Summary of Board of Directors Compensation (as of November 9, 2012) Exhibit 10.3



Compensation Element	Annual Amount
*Cash Compensation*
Annual Board Member Retainer		$18,000

Board Chair Retainer (Additional)		$12,000
Committee Chair Retainers
Audit		$6,000
Compensation		$6,000
Nominating and Corporate Governance Committee (if also serving as Chairman of the Board, receives member fee instead)		$4,000
Strategy & Acquisition Committee	--(1)
Committee Member Retainers
Audit		$4,000
Compensation		$2,000
Nominating and Corporate Governance Committee		$1,000
Strategy & Acquisition Committee		$1,000	(1)
*Equity Compensation*
Initial Equity Grant	No change(2)
Annual Equity Grant	No change(3)


(1)	Michael Kelly waived Chair and member compensation for

service on the Strategy & Acquisition Committee at the time
of his appointment.


(2)	50% vests at first annual meeting of stockholders following

appointment and 50% vests at second annual meeting of stockholders

following appointment.


(3)	100% vests at next annual meeting of stockholders.