CALIX, INC. Non-Employee Director Cash Compensation Policy

EX-10.2 3 calx-20120929xex101nonxemp.htm NON-EMPLOYEE DIRECTOR CASH COMPENSATION POLICY calx-2012.09.29-Ex10.2 Non-Employee Director Cash Compensation Policy


Exhibit 10.2

CALIX, INC.

Non-Employee Director Cash Compensation Policy


1. General. This Non-Employee Director Cash Compensation Policy (“Policy”) was adopted by the Board of Directors (“Board”) of Calix, Inc. (“Company”) on October 18, 2011, and is effective January 1, 2012.

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

 
 
 
 
 
Chair Premiums
 
 
 
Board Chair
 
$
35,000

 
Audit Committee
 
$
20,000

 
Compensation Committee
 
$
15,000

 
Nominating & Corporate Governance 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.