Schedule of Compensation for Non-Employee Directors and Chairman of the Board

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation structure for non-employee directors and the Chairman of the Board of a company. Non-employee directors receive annual retainers, meeting fees, and stock option grants, with specific amounts for committee chairmen and participation by telephone. The Chairman receives a monthly consulting fee and may be granted annual stock options or restricted stock at the discretion of the Compensation Committee or Board. All awards and grants are subject to approval by the relevant committee or board.

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EX-10.45 3 h23579exv10w45.txt DIRECTOR COMPENSATION . . . Exhibit 10.45 SCHEDULE OF COMPENSATION FOR NON-EMPLOYEE DIRECTORS Annual Retainer $10,000 Committee Chairman Annual Retainer: Audit Committee $10,000 Compensation Committee $ 5,000 Regular Board Meeting Fee $ 2,500(1) Special Board Meeting Fee $ 1,000(2) Committee Meeting Fee $ 500(3) New Member Stock Option Grant (#) $10,000 Committee Chairman Stock Option Grant Audit Committee (#) 3,000 Compensation Committee (#) 2,000 Nominating Committee (#) 2,000 Annual Director Stock Option Grant (4) Annual Director Restricted Stock Grant (4)
- ---------- (1) The fee is $1,000 if participation is by telephone. (2) The fee is $500 if participation is by telephone. (3) The fee is $250 if participation is by telephone. (4) Any award is at the discretion of the Compensation Committee or Board of Directors. 1 SCHEDULE OF COMPENSATION FOR CHAIRMAN OF THE BOARD OF DIRECTORS Consulting Arrangement $12,000/month Annual Stock Option Grant (1) Annual Restricted Stock Grant (1)
- ---------- (1) Any award is at the discretion of the Compensation Committee or Board of Directors. 2