Non-Employee Director Compensation Program (as of May 22, 2019)

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation program for non-employee directors of the company. It specifies annual cash retainers for board members and committee chairs, additional compensation for the board chairman and technology liaison, and annual awards of restricted stock units (RSUs) with a one-year vesting period. Directors also receive basic life and travel accident insurance. Compensation is prorated for directors joining mid-year, and directors may choose to defer cash compensation into RSUs. The program was last revised on May 22, 2019.

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EX-10.7 2 a63019ex107.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 22, 2019