Director Compensation Arrangement Effective April 1, 2014

Summary

This agreement outlines changes to the compensation structure for the company's directors, effective April 1, 2014. The base annual retainer for all directors is increased to $50,000, and the value of annual equity awards is set at $50,000. The cash per diem for attending Board meetings is now included in the base retainer, but directors will still receive $1,200 per day for committee meetings held separately. Additional annual retainers are specified for the Chairmen of the Board, Audit Committee, and Compensation Committee.

EX-10.1 3 ex101-directorcompensation.htm EXHIBIT Ex10.1-DirectorCompensationArrangement

Exhibit 10.1

In connection with its review of director compensation on February 6, 2014, the Board approved the following changes to director compensation, effective April 1, 2014:


•	The base annual retainer payable to all directors was increased from $24,000 to $50,000.


•	The value of the equity award grant to all directors was decreased from $61,000 to $50,000.


•	The cash per diem for a Board member’s attendance at the Board meetings is now included in the base annual retainer amount, and is no longer a separate payment of $1,200 per day for each Board meeting attended (though each Board member will continue to receive a $1,200 fee per day for each committee meeting attended, if on a day other than that of a Board meeting).


•	The incremental annual retainer payable to:


◦	the Chairman of the Board was increased from $10,000 to $20,000, bringing his total annual retainer to $70,000, based on the increase in annual retainer paid to all directors.


◦	the Chairman of the Audit Committee was increased from $6,500 to $10,000, bringing his total annual retainer to $60,000, based on the increase in annual retainer paid to all directors.


◦	the Chairman of the Compensation Committee was increased from $5,000 to $6,500, bringing his total annual retainer to $56,500, based on the increase in annual retainer paid to all directors.