FARO Technologies, Inc. Summary of Director Compensation Program
Exhibit 10.19
FARO Technologies, Inc.
Summary of Director Compensation Program
Equity Compensation
| Initial Equity Grant: | Upon election of the board, each non-employee director will receive shares of restricted stock with a value equal to $100,000. The number of restricted shares granted will be determined by dividing $100,000 by the closing price of FARO common stock on the date of the non-employee director’s election to the Board. The shares of restricted stock will vest on the third anniversary of the grant date, subject to the non-employee director’s continued membership on the Board. | |
| Annual Equity Grant: | On the day following the annual meeting of shareholders, each non-employee director will receive shares of restricted stock with a value equal to $70,000. The number of restricted shares granted will be determined by dividing $70,000 by the closing price of FARO common stock on the day following the annual meeting of shareholders. The shares of restricted stock will vest on the first anniversary of the grant date, subject to a director’s continued membership on the Board. | |
Cash Compensation
| Annual Cash Retainer: | $20,000 | |
| Board or Committee Meeting Fee: | $ 1,875 per board or committee meeting | |
| Additional Annual Retainers — Committee Chairpersons: | ||
| Governance and Nominating Committee | $ 5,000 | |
| Operational Audit Committee | $ 5,000 | |
| Audit Committee | $10,000 | |
| Compensation Committee | $ 7,500 | |
| Additional Annual Retainer — Lead Director: | $35,000* | |
| Additional Annual Retainer — Chairman: | $60,000* |
* Payable 50% in cash and 50% in shares of restricted stock. Shares of restricted stock will be granted annually on the day following the annual meeting of shareholders, and the number of shares to be granted will be determined by dividing the dollar value of the retainer by the closing price of FARO common stock on the date of grant. The shares of restricted stock will vest on the first anniversary of the grant date, subject to the Lead Director’s or Chairman’s, as applicable, continued membership on the Board.
Share Ownership Guidelines
Effective 2009, the non-employee directors are subject to minimum share ownership guidelines. With two years after joining the Board, each non-employee director is required to own shares of the Company’s common stock with an aggregate value of $100,000, calculated based on the closing price of such stock on the date of grant or the purchase price, as applicable.
