Non-Employee Director Compensation Policy (2006–2007)
This document outlines the compensation structure for non-employee members of the Board of Directors, as approved on December 12, 2006. It details annual fees, meeting attendance fees, and additional compensation for committee chairpersons and coordinating directors for fiscal years 2006 and 2007. The policy also specifies stock option grants for new and existing non-employee directors under the company's stock option plan. The agreement sets clear payment amounts and conditions for board service, ensuring transparency in director compensation.
EXHIBIT 10.24
COMPENSATION FOR NON-EMPLOYEE DIRECTORS
On December 12, 2006, the Board of Directors approved changes to the compensation to Board members who are not employees of the Company for services rendered as a director. The compensation structure for fiscal 2006 and the revised compensation structure for fiscal 2007 are as follows:
|
| Fiscal 2007 |
| Fiscal 2006 |
| |||
| Annual Fee |
| $ | 35,000 |
| $ | 25,000 |
|
| Attendance at each Board of Directors meeting |
| $ | 1,500 |
| $ | 1,250 |
|
| Audit Committee Chairperson Annual Fee |
| $ | 5,000 |
| - |
| |
| Audit Committee Chairperson Fee for each Audit Committee meeting attended |
| - |
| $ | 1,000 |
| |
| Compensation Committee Chairperson Annual Fee |
| $ | 5,000 |
| - |
| |
| Governance Committee Chairperson Annual Fee |
| $ | 5,000 |
| - |
| |
| Coordinating Director Annual Fee |
| $ | 7,500 |
| - |
| |
| Coordinating Director Fee for each Board of Directors meeting attended |
| - |
| $ | 1,000 |
| |
| Attendance at a Committee Meeting on a date other than a regularly scheduled Board of Directors meeting |
| $ | 1,250 |
| $ | 1,000 |
|
| Stock Option Grant upon first joining the Board of Directors (1) |
| 30,000 options |
| 15,000 options |
| ||
| Annual Stock Option Grant (2) |
| 7,500 options |
| 7,500 options |
| ||
(1) Represents a one-time grant to new Directors of vested stock options under the terms of the Amended and Restated 1997 Non-Employee Director Stock Option Plan to acquire shares of common stock at a price equal to the fair market value on the date of approval of the grant by the Board of Directors.
(2) Excludes new Directors receiving the initial one-time grant. Represents vested stock options under the terms of the Amended and Restated 1997 Non-Employee Director Stock Option Plan to acquire shares of common stock at a price equal to the fair market value on the date of approval of the grant by the Board of Directors.
