Director Compensation Arrangements for Non-Employee Directors

Summary

This agreement outlines the compensation for non-employee directors of the company. Each director receives a $10,000 annual retainer, $1,000 plus expenses for each in-person board or committee meeting attended (excluding teleconferences), and annual stock options to purchase 5,000 shares if serving on June 30th. The stock options have a ten-year term and vest in four equal parts over four years. These terms apply only to non-employee directors and specify the conditions for receiving both cash and equity compensation.

EX-10.(Y)(IV) 6 file006.htm DIRECTOR COMPENSATION ARRANGEMENTS

  EXHIBIT 10(y)(iv) DIRECTOR COMPENSATION ARRANGEMENTS Each non-employee director of the Company receives an annual retainer of $10,000 plus a fee of $1,000 plus expenses for each meeting, excluding teleconference meetings, of the Board of Directors and, if a member of a Committee, each Committee meeting not held on the same day that a meeting of the Board of Directors or another Committee of the Board is held, that he attends. In addition, provided he is serving as a director of the Company on June 30th of the applicable year, each non-employee director is granted options under the Company's stock option plans to purchase 5,000 shares of Common Stock at an exercise price equal to the closing sale price of the Company's Common Stock on the American Stock Exchange on such June 30th. The term of each option is ten years from the date of grant. The options vest in four equal installments over the first four years of their term.