Non-Employee Director Compensation Description for Board and Committee Service

Summary

This document outlines the compensation structure for non-employee directors of the company, as authorized by the Board of Directors. Non-employee directors receive an annual retainer of $60,000, paid quarterly. The non-executive Chairman receives an additional $50,000 per year, and the chairman of the Audit Committee receives an extra $15,000 per year. Audit Committee members are also paid $1,000 for each meeting attended. These terms were set by a board resolution on June 5, 2013.

EX-10.10 2 d643737dex1010.htm EX-10.10 EX-10.10

Exhibit 10.10

Description of Non-Employee Director Compensation

Section 3.11 of the Company’s Amended and Restated Bylaws grant the Board of Directors authority to fix the compensation of directors. Pursuant to this authority, the Company’s Board of Directors authorized the following compensation for non-employee directors by resolution adopted on June 5, 2013:

(1)

Non-employee directors receive $60,000 per year ($15,000 per quarter) for service on the Board (the “Annual Retainer”);

(2)

The non-executive Chairman of the Board receives $50,000 per year for service in addition to the Annual Retainer;

(3)

The chairman of the Audit Committee receives $15,000 per year for service in addition to the Annual Retainer; and

(4)

Audit committee members receive $1,000 for each audit committee meeting attended.