Board Compensation Program, effective January 1, 2015
EX-10.28 2 ex10_28.htm EXHIBIT 10.28
Exhibit 10.28
CHARLES & COLVARD, LTD.
BOARD OF DIRECTORS COMPENSATION PROGRAM
With Effect as of January 1, 2015
| Designated non-management members of the Board of Directors (the “Board”) of Charles & Colvard, Ltd. (the “Company”) shall be compensated as follows: | |
| Annual Retainer: | $30,000 paid in four quarterly installments in arrears, pro-rated as applicable. |
| Additional Annual Retainers: | Executive Chairperson of the Board - $100,000 paid in four quarterly installments in arrears, pro-rated as applicable. |
| Chairperson of the Audit Committee - $15,000 paid in four quarterly installments in arrears, pro-rated as applicable. | |
| Chairperson of Compensation Committee and Nominating and Governance Committee - $7,500 paid in four quarterly installments in arrears, pro-rated as applicable. | |
| Board Committee Members (excluding Committee Chairperson and Executive Chairperson of the Board) - $5,000 paid in four quarterly installments in arrears, pro-rated as applicable. Members of the Board may only receive retainers for serving as a member of two board committees. | |
| Equity Compensation: | Stock option grant upon appointment as a member of the Board by the Board to fill a vacancy in the Board, with a grant date value to be determined by the Board as appropriate considering the time remaining before re-election at the next annual shareholders meeting. Stock option grant upon annual re-election as a director at the annual shareholders’ meeting with a grant date value of $50,000 for Directors and $55,000 for the Executive Chairperson (calculated using the Black-Scholes-Merton option pricing model). Vesting of the stock option awards shall be contingent upon service on the Board of Directors until the next annual shareholders’ meeting following the grant. |
| Attendance Participation Fee: | None. |
Adopted February 5, 2015 and effective as of January 1, 2015
