Non-Employee Director Compensation Program Summary (as of May 20, 2020)

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation program for non-employee directors of the company. It details annual cash retainers for board and committee roles, share-based compensation in the form of restricted stock units (RSUs), and insurance benefits. Directors receive annual retainers based on their roles, with additional compensation for committee chairs and special positions. RSU awards are granted annually or upon joining the board, with a one-year vesting period. Directors may also defer cash compensation into RSUs. Insurance coverage for life and business travel is included. Compensation is prorated for directors joining mid-year.

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EX-10.7 2 a63020ex107.htm EXHIBIT 10.7 Exhibit

Exhibit 10.7



Director Compensation
The compensation program for non-employee Directors is shown in the following table:
 
Compensation Element
Non-Employee Director Compensation (1)(2)
 
 
Board Chairman Annual Retainer
$125,000
 
Board Member Annual Retainer
(other than Board Chairman)
$70,000
 
Audit Committee Chair Retainer
$25,000
 
All Other Committee Chair Retainers
$15,000
 
Technology Liaison
$10,000
 
Share-based Compensation
Fair value on the date of the respective awards is used to determine the number of Restricted Stock Units ("RSUs") awarded.
An annual award of $110,000 in RSUs following the Annual Shareholder Meeting. $110,000 in RSUs if joining the Board within six months after the prior Annual Shareholder Meeting, $55,000 in RSUs if joining more than six months after the prior Annual Shareholder Meeting but before the next Annual Shareholder Meeting.
All awards have a 1-year vesting period.
 
Basic Group Term Life Insurance
Premium for $10,000 face amount
 
Business Travel Accident Insurance
Premium for $100,000 coverage
(1)
Annual retainer fees are paid following the Annual Shareholder Meeting each year. The annual retainer fees are prorated to the extent that a non-employee Director joins the Board after the Annual Shareholder Meeting.
(2)
Non-employee Directors may elect to defer cash compensation into RSUs.

Last Revision Date: May 20, 2020