Calix, Inc. Non-Employee Director Cash Compensation Policy (Amended February 11, 2021)

Summary

This policy outlines the cash compensation for non-employee directors of Calix, Inc. Each non-employee board member receives an annual retainer, with additional payments for serving as a chair or member of specific committees. Payments are made quarterly and are adjusted for partial service periods. The Board of Directors may change or end this policy at any time.

EX-10.2 3 exhibit102non-employeedire.htm EX-10.2 Document

Exhibit 10.2

CALIX, INC.

Non-Employee Director Cash Compensation Policy, as amended February 11, 2021

1.General. This Non-Employee Director Cash Compensation Policy (“Policy”) was adopted by the Board of Directors (“Board”) of Calix, Inc. (“Company”) on and is effective as of February 11, 2021.

2.Annual Cash Compensation. Each member of the board who is not employed by the Company or one of its affiliates shall be entitled to an annual retainer with the amount determined as follows (the net sum for each director, his or her “Annual Retainer”):


			Amount
Base Retainer			$50,000
Board and Committee Chair Service (in addition to Base Retainer)
Board Chair			$50,000
Audit Committee Chair			$35,000
Compensation Committee Chair			$20,000
Nominating and Corporate Governance Committee Chair			$10,000
Cybersecurity Committee Chair			$10,000
Strategic Committee Chair			$10,000
Non-Chair Committee Service (in addition to Base Retainer)
Audit Committee			$10,000
Compensation Committee			$7,500
Nominating and Corporate Governance Committee			$5,000
Cybersecurity Committee			$5,000
Strategic Committee			$5,000

3.Timing of Payment. Annual Retainers shall be paid in quarterly installments in arrears on the date of each regularly scheduled quarterly board meeting. Installments will be pro-rated for any partial period of service.

4.Policy Subject to Amendment, Modification and Termination. This Policy may be amended, modified or terminated by the Board at any time in the future at its sole discretion.