Fiscal 2006 Board of Directors Compensation Plan for Non-Employee Directors
This agreement outlines the compensation for non-employee members of the Board of Directors for fiscal year 2006. Directors receive a cash retainer of $15,000, paid in two installments, and stock options valued at $35,000, vesting at year-end. Additional compensation is provided for committee service, including a $10,000 cash retainer and $15,000 in stock options per committee. New directors in 2006 receive a one-time stock option grant valued at $25,000 with a three-year vesting period. All terms are standardized for non-employee directors.
Exhibit 10.1
Fiscal 2006 Board of Directors Compensation
All Non-Employee Directors-
1. Cash: a cash retainer of $15,000, payable in equal installments of $7,500 in the third and fourth quarter of 2006; and
2. Equity: a grant of stock options having a value (based upon appropriate Black-Scholes option valuation methodology) equal to $35,000. The exercise price for the options will be set on the date of grant and the option will vest on December 31, 2006.
Committee Service-
1. Cash: for each committee served, an additional cash retainer of $10,000, payable in equal installments of $5,000 in the third and fourth quarter of 2006; and
2. Equity: for each committee served, an additional grant of stock options having a value equal to $15,000, and having the same terms and conditions as options granted to all non-employee Board members generally.
New Directors: Directors joining the Board in fiscal 2006 (Fred Davis will be considered a “new” Board member for this purpose) will receive a one-time option grant having a value equal to $25,000, a three-year vesting term and otherwise having the same terms and conditions as options granted to all non-employee Board members generally.
