Summary of Compensation Arrangements for Non-Employee Directors as of January 1, 2015

Summary

This document outlines the compensation for non-employee directors serving on the Board as of January 1, 2015. Each non-employee director receives an annual grant of company stock valued at $35,000 and an annual cash retainer of $30,000, both paid quarterly. Additional cash retainers are provided for committee chairs and members, with specific amounts for the Audit, Nominating and Governance, Compensation, and Strategic Planning Committees. The arrangement specifies the structure and timing of these payments.

EX-10.18 2 ex10_18.htm EXHIBIT 10.18

EXHIBIT 10.18

SUMMARY OF

COMPENSATION ARRANGEMENTS FOR NON-EMPLOYEE DIRECTORS

As of January 1, 2015, non-employee directors are entitled to receive stock-based and cash compensation for their service on the Board of Directors as follows:

Stock-based Compensation:

Each non-employee director will receive an annual grant of shares of our common stock with a fair value of $35,000 effective immediately before the 2015 Annual Meeting of Shareholders.

Cash Compensation:

Each non-employee director is entitled to receive an annual cash retainer of $30,000, paid quarterly.

The Chair of the Audit Committee is entitled to receive an additional cash retainer of $15,000, while each other member of the Audit Committee is entitled to receive $4,000. The Chairs of each of the Nominating and Governance, Compensation, and Strategic Planning Committees are entitled to receive an additional cash retainer of $10,000, while all other committee members are entitled to receive a payment of $2,000 for each committee position. Committee compensation is paid quarterly.