Asyst Technologies, Inc. Non-Employee Director Compensation Program (Amended June 27, 2005)
This agreement outlines the compensation program for non-employee directors of Asyst Technologies, Inc., effective July 1, 2003 and amended June 27, 2005. It details cash retainers, meeting fees, and stock awards for board and committee service, including specific amounts for various roles and responsibilities. Stock awards vest over three years and cannot be sold while the recipient is a board member. Compensation is pro-rated based on service term, and vesting may accelerate upon death or disability. The program also covers compensation for subsidiary directors and special projects.
Exhibit 10.37
Asyst Technologies, Inc.
Compensation Program for Non-employee Directors
Effective July 1, 2003
Amended June 27, 2005
| Program Element | Description | |
Sign-on stock award to new directors for continuing service | Stock award in conjunction with continued service | |
| – $120,000 value at award, vesting over 3 years from the date of award | ||
| – value determined by the trading price of the Company’s Common Stock at the date of award | ||
| – shares subject to such award may not be sold until after the recipient has ceased to be a board member | ||
Board member — annual cash retainer | $35,000 | |
Board member – per meeting fees | $2,000 in person, or $1,000 if by telephone (when such meeting is as the Board) | |
| No incremental meeting fees for the Board chair (if a non-executive chair) | ||
Committee member — annual cash retainer | ||
– Audit | — $5,000 | |
– Compensation | — $5,000 | |
– Governance and Nominating | — $5,000 | |
Committee member – per meeting fees | $1,000 in person, or $500 if by telephone (when such meeting is as a committee) | |
– Audit | ||
– Compensation | ||
– Governance and Nominating | ||
– Specially appointed committees | No incremental meeting fees for the committee chair | |
Committee chair — annual cash retainer | ||
– Audit | — Audit: $10,000 | |
– Compensation | — Compensation: $7,500 | |
– Governance and Nominating | — Governance: $7,500 | |
Additional committee fees | $10,000 annual cash retainer for designated Audit Committee Financial Expert (unless if also the committee chair) |
| Program Element | Description | |
Annual stock award to new and existing directors for continuing | Stock award in conjunction with continued service | |
service | – $60,000 value, vesting over 36 months from the date of award | |
| – value determined by the trading price of the Company’s Common Stock at the beginning of the respective fiscal year | ||
| – shares subject to such award may not be sold during the 36-month period (unless the recipient has ceased to be a board member) | ||
Subsidiary directors | ||
— Non-management director – annual cash retainer | — $5,000 | |
— Non-management director – meeting fees (board, committee or project) | — No additional compensation | |
Fees for special projects/meetings | ||
— U.S. | None (unless specifically approved) | |
— Outside U.S. | $1,000 per day or $5,000 per assignment out of the country (as determined by the Board) |
All annual retainer payments and annual stock awards to be pro-rated, based on term of relevant service.
Prohibitions on sale of shares subject to permitted sale of incremental shares to cover taxes or fees assessed on imputed or other income.
Vesting of awards may be accelerated upon termination of Board service due to death or disability.
