EX-101 INSTANCE DOCUMENT

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.