Healthaxis Inc. Director Compensation Arrangements Effective May 10, 2006
Healthaxis Inc. has established a compensation program for its non-employee directors, effective May 10, 2006. Under this program, directors receive annual grants of restricted stock valued at approximately $10,000, with additional shares for committee chairs and the Chairman of the Board. The restricted stock vests quarterly. Directors also receive cash payments for attending meetings, with higher amounts for the Chairman and committee chairs. The agreement outlines specific compensation rates for in-person and telephonic meetings, ensuring clear guidelines for director remuneration.
Exhibit 10.3
DIRECTOR COMPENSATION ARRANGEMENTS
Healthaxis Inc. (the “Company”) maintains a compensation program for its non-employee directors, which is comprised of both an equity and a cash component. Effective May 10, 2006, a new annual compensation program was approved for the Company’s non-employee directors. Each such director receives annually a number of shares of restricted stock equal to approximately $10,000 in value, with the chairman of each committee of the Board of Directors receiving an additional 25% of such number of shares of restricted stock and the Chairman of the Board receiving an additional 50% of such number of shares of restricted stock. These grants of restricted stock vest at the rate of 25% for each of the four regular quarterly meetings of the Board of Directors and its committees.
With respect to cash compensation, non-employee directors other than the Chairman of the Board receive $1,875 for each meeting attended in person, $500 for each committee meeting attended in person when not held on the same date and at the same location as a meeting of the Board of Directors, and $250 per hour for attendance at telephonic meetings (with a maximum of $500 per telephonic meeting). The Chairman of the Board receives $5,675 for each meeting of the Board of Directors attended in person, and $350 per hour for attendance at telephonic meetings (with a maximum of $750 per telephonic meeting). Committee chairs and the lead director receive an additional $2,000 per committee meeting attended in person and $350 per hour for attendance at telephonic meetings (with a maximum of $750 per telephonic meeting).
