Cadence Design Systems Summary of Non-Employee Director Compensation
This document outlines the compensation for non-employee directors of Cadence Design Systems. Non-employee directors receive an annual retainer, with higher amounts for the Chairman of the Board and committee chairs. Directors are also paid fees for attending meetings and reimbursed for related expenses. Additionally, non-employee directors are granted stock options upon joining the Board and annually thereafter, with specific vesting schedules and exercise prices based on the fair market value at the grant date.
Exhibit 10.53
SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION
Each non-employee director, other than a non-employee director serving as Chairman of the Board, receives an annual retainer of $30,000, and the Chairman of the Board, if a non-employee director, receives an annual retainer of $50,000. In addition to the annual retainer, non-employee directors who serve as the Chairman of the Audit Committee or the Venture Committee receive an annual fee of $40,000, and non-employee directors who serve as the Chairman of the Compensation Committee or the Corporate Governance and Nominating Committee receive an annual fee of $20,000. Non-employee directors are also paid $2,000 for each Board or committee meeting attended in person and $1,000 for each Board or committee meeting attended by telephone. No additional compensation is paid when the Board of Directors or a committee acts by unanimous written consent in lieu of a meeting. Non-employee directors are eligible for reimbursement of their expenses incurred in connection with attendance at Board meetings in accordance with Cadence policy.
Under Cadence’s 1995 Directors Stock Option Plan, each non-employee director is automatically granted an option upon joining the Board of Directors to purchase the number of shares of Cadence common stock equal to 6,250 multiplied by the number of full calendar quarters between the date the director’s service begins and the next April 1st. A director is considered to have served the entire calendar quarter if he or she becomes a director at any time during the first half of the quarter. These initial grants vest and become exercisable in full on the March 31st following the grant date and have an exercise price equal to the fair market value of Cadence common stock on the grant date. In addition, every April 1st, each non-employee director is automatically granted an option to purchase 25,000 shares of Cadence common stock and a non-employee director serving as Chairman of the Board is automatically granted an additional option to purchase 25,000 shares of common stock. These annual option grants vest and become exercisable in full on the March 31st following the grant date and have an exercise price equal to the fair market value of Cadence common stock on the grant date.
