CALIX, INC. Non-Employee Director Cash Compensation Policy, as amended June 1, 2017

EX-10.2 3 calx_17q2ex102.htm EXHIBIT 10.2 Exhibit

Exhibit 10.2

CALIX, INC.

Non-Employee Director Cash Compensation Policy, as amended June 1, 2017


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 June 1, 2017.

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
 
$
40,000

 
 
 
Committee Service Premiums
 
 
Audit Committee
 
$
10,000

Compensation Committee
 
$
7,500

Nominating & Corporate Governance Committee
 
$
5,000

Cybersecurity Committee
 
$
5,000

 
 
 
Chair Premiums
 
 
Board Chair
 
$
40,000

Audit Committee
 
$
35,000

Compensation Committee
 
$
20,000

Nominating & Corporate Governance Committee
 
$
10,000

Cybersecurity Committee
 
$
10,000


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.