Axcelis Technologies, Inc. Non-Employee Director Cash Compensation Policy (February 29, 2012)
This document outlines the cash compensation policy for non-employee directors of Axcelis Technologies, Inc. Non-employee directors receive annual retainers, additional fees for serving as committee chairs, and meeting fees for attending board and committee meetings. The policy also provides for reimbursement of out-of-pocket expenses related to meeting attendance. No other company-paid perks are provided. The board may establish ad hoc committees and set compensation for their members as needed.
Exhibit 10.11
Axcelis Technologies, Inc.
Non-Employee Director Cash Compensation at February 29, 2012
This Exhibit discloses the current understandings with respect to cash compensation between Axcelis Technologies, Inc. (the “Company”) and each of its non-employee directors. Axcelis provides both cash retainers and meeting fees to its non-employee directors, as follows:
Annual Retainers (paid quarterly in advance)
| Board Member |
| Amount |
| |
| Lead Director |
| $ | 50,000 |
|
| Non-Employee Board Member (not Lead Director) |
| $ | 30,000 |
|
| Audit Committee Chair* |
| $ | 15,000 |
|
| Compensation Committee Chair* |
| $ | 10,000 |
|
| Nominating and Governance Committee Chair* |
| $ | 7,500 |
|
* Retainers for Committee Chairs are in addition to the retainer payable to all non-employee Board members.
Meeting Fees (payable quarterly in arrears)
| Meeting Type |
| Amount Per Meeting |
| |
| In Person Board Meetings |
| $ | 2,000 |
|
| Telephone Board Meetings |
| $ | 1,000 |
|
| In Person or Telephone Committee Meetings** |
| $ | 1,000 |
|
** Committee meeting fees are paid only to committee members, and not to other Board me members, attending committee meetings.
Non-employee directors also receive reimbursement of out-of-pocket expenses incurred in attending Board and committee meetings. Non-employee directors do not receive any Company-paid perquisites.
The board, may, from time to time, form ad hoc committees in addition to the Audit, Compensation and Governance Committees and may set compensation for the chairman and members of such ad hoc committees.
