Summary of Director Compensation Approved by Board Effective October 31, 2010

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation plan for non-employee directors approved by the Board on September 29, 2010, effective October 31, 2010. Non-employee directors will receive an annual base cash compensation of $70,000, with an option to convert this into stock options vesting over three years. Additional cash compensation is provided for committee service, with higher amounts for chair positions. Directors will also receive annual equity awards in the form of stock options, calculated using a Black-Scholes model, vesting over three years.

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EX-10.8 7 b82679exv10w8.htm EX-10.8 exv10w8
Exhibit 10.8
SUMMARY OF DIRECTOR COMPENSATION
On September 29, 2010, upon recommendation of its Compensation Committee, the Board approved the following Director Compensation measures effective October 31, 2010:
1.   Base Cash Compensation
  •   Each non-employee director will receive Base Cash Compensation of $70,000 annually beginning October 31, 2010. Payments will be made quarterly in arrears.
 
  •   Each non-employee director shall have a one time election to convert all or any portion of the Base Cash Compensation for the next 3 years into an option vesting over 3 years (the “Option in Lieu of Cash”). Total Base Cash Compensation per non-employee director for the next 3 years (the first year being the 8 month period Oct 31, 2010 through June 30, 2011) is equal to approximately $186,667.
2.   Additional Cash Compensation
  •   Each non-employee director will also receive the following annual Additional Cash Compensation based upon his or her service on committees of the Board:
     
Chair (annual Additional Committee Cash Compensation)
-Audit
- -Compensation
- -Nominating/Governance
  $24,000
$16,000
$10,000
 
    
Member (annual Additional Committee Cash Compensation)
-Audit
- -Compensation
- -Nominating/Governance
  $12,000
$8,000
$5,000
  •   Additional Cash Compensation cannot be converted into an option since committee memberships and chairmanship can change year to year. Payments will be paid quarterly in arrears.
3.   Equity Award
  •   In addition to any Option in Lieu of Cash, each director will receive an option vesting over 3 years (the “3 Year Equity Award”) calculated to be worth $150,000 per year for three years ($100,000 for Year One (8 months), $150,000 for Year Two, and $150,000 for Year Three), equal to a total option award equivalent to $400,000.
 
  •   The number of options subject to each Option in Lieu of Cash, as well as each 3 Year Equity Award, will be calculated based on a Black-Scholes model.