Non-Employee Director Compensation Policy Adopted May 23, 2013
This document outlines the compensation policy for non-employee directors of the company, as adopted by the Board of Directors on May 23, 2013. Non-employee directors receive an annual cash retainer of $50,000, paid quarterly. Additional cash payments are provided to directors serving as Chairperson of the Board or as chairs of key committees. Each non-employee director also receives an annual equity grant of $75,000 in fully-vested company shares, awarded at the annual shareholders meeting. The policy specifies payment amounts and timing for both cash and equity compensation.
Exhibit 10.1
Non-Employee Director Compensation
Adopted by the Board of Directors: May 23, 2013
| Element of Compensation | Amount | |||
| Base (annual amount in cash, paid in quarterly installments) | $ | 50,000 | ||
| Chairperson adders (annual amounts in cash, paid in quarterly installments) | ||||
| Chairman of the Board | $ | 60,000 | ||
| Compensation Committee Chair | $ | 12,500 | ||
| Audit Committee Chair | $ | 10,000 | ||
| Nomination and Governance Committee Chair | $ | 6,000 | ||
| Annual Equity Grant 1 | $ | 75,000 | ||
| 1. | The equity component is paid annually on the date of the Corporation’s Annual Meeting of Shareholders in fully-vested shares of the Corporation’s common stock valued based on the closing price on such date, rounded up or down to eliminate the issuance of fractional shares. |
