Retirement Benefits Policy for Non-Employee Directors

Contract Categories: Human Resources › Retirement Agreements
Summary

This policy outlines retirement benefits for non-employee directors of the company. To qualify, a director must be at least 55 years old, have served at least five years, and have a combined age and years of service totaling 65. Upon retirement, directors with five to ten years of service receive accelerated vesting of stock options and restricted stock that would have vested in the next year, while those with ten or more years receive full vesting of all unvested options and restricted stock. The Compensation and Corporate Governance Committee oversees eligibility and administration.

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EX-10.2 3 h32544exv10w2.htm RETIREMENT BENEFITS POLICY FOR NON-EMPLOYEE DIRECTORS exv10w2  

Exh. 10.2
Retirement Benefits Policy
Administration — In order to be eligible for this Retirement Benefits Policy (the “Policy”), the non-employee director must meet the eligibility requirements stated below. The Compensation and Corporate Governance Committee (the “Committee”) shall determine eligibility pursuant to the Policy and shall have full discretion to administer, make exception to and grant benefits according to the Policy.
Retirement Eligibility
  •   Age of at least 55.
 
  •   Service of at least five full years computed from date of election as director to date of retirement.
 
  •   A total of age and years of service equal to 65.
Stock Options
  •   At least five and less than ten years of service — vest all options, as of retirement date, that would have vested in next 12-month period following retirement date. All remaining unvested options will expire pursuant to the stock option plan from which they were granted.
 
  •   Ten or more years of service — 100 percent vesting, as of retirement date, on all unvested options.
Restricted Common Stock
  •   At least five and less than ten years of service — vest all restricted common stock, as of retirement date, that would have vested in the 12-month period following retirement date. All remaining unvested restricted common stock shall be forfeited as of retirement date.
 
  •   Ten or more years of service — 100 percent vesting, as of retirement date, on all unvested restricted common stock.