Non-Employee Director Compensation Schedule (Effective January 1, 2006)
This schedule outlines the compensation and stock grant terms for non-employee directors of the company. Directors receive an annual cash retainer, annual and one-time restricted stock grants (subject to vesting), additional retainers for committee and board chairs, and meeting fees. Directors must own at least 5,000 shares of company stock within five years and cannot sell vested restricted stock until this requirement is met. Reasonable out-of-pocket expenses related to board duties are reimbursed.
Exhibit 10.12
Non-Employee Director Compensation Schedule
(Effective as of January 1, 2006)
| Director Annual Retainer |
| $35,000 (to be paid in arrears on a quarterly basis) |
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| Annual Restricted Stock Grant |
| Fair market value on date of grant of $25,000; subject to 3-year vesting |
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| One-Time Restricted Stock Grant (for newly elected/appointed directors only; directors as of January 1, 2006 not eligible) |
| Fair market value on date of grant of $75,000; subject to 3-year vesting
Grant to be made as soon as practicable after election/appointment |
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| Chairman of the Board — Additional Annual Retainer |
| $65,000 (to be paid in arrears on a quarterly basis) |
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| Audit Committee Chair— Additional Annual Retainer |
| $10,000 (to be paid in arrears on a quarterly basis) |
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| Chair of each other Board Committee — Additional Annual Retainer |
| $5,000 (to be paid in arrears on a quarterly basis) |
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| Board Meeting Fee |
| $1,500 ($750 for telephonic Board meetings) |
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| Committee Meeting Fee |
| $750 |
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| Director Ownership Requirement |
| • 5,000 shares of common stock
• Five years to reach ownership requirement (measured from January 1, 2006 for existing directors and from his/her election/appointment to the Board for other directors)
• Directors may not sell vested restricted stock (other than to satisfy minimum tax withholding obligations at the time of vesting) until the ownership requirement is met |
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| Out of Pocket Expenses |
| Reimbursement for reasonable out of pocket expenses incurred in connection with Board Meetings or other company business |
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