Non-Employee Director Compensation Policy for Board and Committee Service

Summary

This document outlines the compensation policy for non-employee directors of the company. Directors receive an annual fee of $40,000, paid half in cash and half in company stock, as well as additional fees for attending board and committee meetings, serving as committee chairs, and acting as lead director. Directors are also granted fully vested stock options annually. The policy specifies the amounts for each type of service and the structure of payments.

EX-10.1 2 a05-4255_1ex10d1.htm EX-10.1

 

Exhibit 10.1

Non-Employee Director Fees and Other Compensation

 

 

Annual Director Fees

 

$40,000 (1)

 

 

 

In Person Meeting Fees

 

$1,000

 

 

 

Telephonic Meeting Fees

 

$1,000

 

 

 

Committee Chair Fee

 

Audit Committee: $10,000
Other Committees: $5,000

 

 

 

Committee Fee (Non Chair)

 

Audit Committee: $5,000
Other Committees: None

 

 

 

Committee In Person Meeting Fees

 

$1,000 (if committee meeting is on a day without a Board meeting)

 

 

 

Committee Telephonic Meeting Fees

 

$1,000 (if committee meeting is on a day without a Board meeting)

 

 

 

Lead Director

 

$10,000

 

 

 

Annual Option Awards

 

On an annual basis, each director is entitled to receive options to purchase 3,000 shares of common stock, plus 250 shares of common stock for each year of service beginning in 1997. The options are fully vested upon grant.


(1)    Fees are payable 50% in cash and 50% in shares of common stock.