Summary of Outside Director Compensation Program for Board Members
This document outlines the compensation program for outside directors of the company. Directors receive an annual cash retainer of $50,000, with additional payments for serving as committee chairs or members. Compensation is paid quarterly, and all travel expenses are reimbursed. Directors also receive $80,000 in stock compensation each year, subject to a one-year vesting period. New board members who join mid-year receive pro-rated cash and stock compensation.
Exhibit 10.3
Summary of Outside Director Compensation Program
Annual Retainers
| Director | $50,000 | Paid quarterly at beginning of quarter |
| Chair of Audit Committee | +$20,000 | Paid quarterly |
| Chair of Compensation Committee | +$15,000 | Paid quarterly |
| Chair of Nominating and Governance Committee | +$12,000 | Paid quarterly |
| Non-chair Audit Committee member | +$10,000 | Paid quarterly |
| Non-chair Compensation Committee member | +$7,000 | Paid quarterly |
| Non-chair Nominating and Governance Committee member | +$7,000 | Paid quarterly |
Note: All travel expenses paid based on voucher.
| STOCK COMPENSATION: | $80,000/year; each grant subject to one year vesting; stock compensation granted in May of year. |
Note: For subsequent new Board members who join Board mid-year, cash and stock compensation is pro-rated.
