Amended and Restated Board Compensation Program for Directors
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Summary
This agreement outlines the compensation program for the board of directors of the company, specifying how Outside, Inside, and Independent Directors are defined and compensated. Outside Directors receive annual cash retainers, meeting fees, and reimbursement for out-of-pocket expenses, while Inside Directors do not receive these payments. Equity compensation for directors is governed by the company's 2006 Stock Incentive Plan. The Board has discretion to determine director status and compensation eligibility.
EX-10.37 12 w20323a1exv10w37.htm EX-10.37 exv10w37
Exhibit 10.37
Amended and Restated Board Compensation Program
For purposes of this Program:
1. Outside Director shall mean any individual that is not an Inside Director or Independent Directors and meets the definition of “outside director” as it may be amended from time to time under Section 162(m) of the Internal Revenue Code of 1986, as amended, and the rules and regulation thereunder.
2. Inside Director shall mean any individual who is also an officer or employee of the Corporation or any of its affiliates.
3. Independent Director shall mean any individual who qualifies as an “independent director” under any rule or regulation of any exchange upon which the Corporation’s securities may be listed (or in the absence of such listing the determination shall be made by the Board of Directors in the exercise of good faith in its sole and absolute discretion).
The determination of whether or not an individual is an Outside Director, Inside Director or Independent Director shall be made by the Board of Directors in its sole and absolute discretion at any time prior or subsequent to the date on which the individual is appointed or elected to the Board of Directors.
| Compensation for Members of | ||||||||||||||||
| Nominating & | ||||||||||||||||
| Corporate | ||||||||||||||||
| Board of | Compensation | Governance | ||||||||||||||
| Directors | Audit Committee | Committee | Committee | |||||||||||||
Annual Cash Retainer for Outside Directors (paid quarterly) | $ | 20,000 | $ | 5,000 | $ | 3,000 | $ | 3,000 | ||||||||
Meeting Fees for Outside Directors (paid quarterly) | $ | 1,500 per meeting | $ | 1,500 per meeting | $ | 1,000 per meeting | $ | 1,000 per meeting | ||||||||
Telephonic Meeting Fees for Outside Directors (paid quarterly) | $ | 500 per meeting | $ | 500 per meeting | $ | 300 per meeting | $ | 300 per meeting | ||||||||
Annual retainer and meeting fees for Inside Directors | $ | 0 | N/A | N/A | N/A | |||||||||||
Other | Reimburse out of pocket expenses | Reimburse out of pocket expenses | Reimburse out of pocket expenses | Reimburse out of pocket expenses | ||||||||||||
| Equity Compensation | As set forth in the Company’s 2006 Stock Incentive Plan | |||||||||||||||
