Non-Employee Directors Compensation Policy Description (Effective October 1, 2004)
This document outlines the compensation policy for non-employee directors of the Company, effective from October 1, 2004. Non-employee directors receive a quarterly retainer, additional payments for attending in-person board and committee meetings, and extra retainers for chairing the Audit and Compensation Committees. Directors are not compensated for telephonic meetings. Each year, after the Annual Meeting of Stockholders, non-employee directors are granted immediately vested stock options. The policy specifies the amounts and conditions for these payments and grants.
Exhibit 10.1
DESCRIPTION OF THE COMPANY’S NON-EMPLOYEE DIRECTORS COMPENSATION POLICY
The following is a summary description of the material terms of the Company’s Non-Employee Directors Compensation Policy (which was effective with the fiscal year beginning October 1, 2004):
• The Company shall pay each non-employee director a retainer of $5,000 per quarter.
• Each non-employee director will be paid $1,500 for each Board meeting scheduled to be held in person and attended by such non-employee director.
• Each non-employee director will be paid $750 for each committee meeting scheduled to be held in person and attended by such non-employee director.
• The Chairman of the Audit Committee will be paid a retainer of $2,500 per quarter.
• The Chairman of the Compensation Committee will be paid a retainer of $1,250 per quarter.
• Non-employee directors will not be compensated for attendance at Board or committee meetings scheduled to be held telephonically.
• Upon conclusion of the Annual Meeting of Stockholders each year, the Company will grant each non-employee director immediately vested options to purchase 5,000 shares of Common Stock pursuant to the Company’s 1994 Director Stock Option Plan.
