Non-Employee Director Compensation Policy as of January 1, 2014
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Summary
This document outlines the compensation policy for non-employee directors of the company as of January 1, 2014. Non-employee directors receive an annual retainer of $40,000, with additional retainers for lead directors and committee chairpersons. Directors are also compensated for attending meetings, either in person or by phone. The compensation package includes an annual equity grant valued at $150,000, split equally between restricted stock units and stock options, both of which vest or become exercisable one year after the grant date.
EX-10.19 3 exhibit1019non-employeedir.htm NON-EMPLOYEE DIRECTOR COMPENSATION Exhibit 10.19 Non-employee director compensation 12.31.13
Exhibit 10.19
Non-Employee Director Compensation
We currently pay our non-employee directors an annual retainer of $40,000. Our lead director and each Chairperson of a Committee of the Board of Directors also receives an annual retainer. The compensation per meeting and annual chairperson retainer amounts as of January 1, 2014 are as follows:
Board of Directors | Special Committee | Audit Committee | Compensation Committee | Nominating Committee | |||||||||||
Meeting daily compensation - attendance in person | $ | 1,000 | $ | 500 | $ | 500 | $ | 500 | $ | 500 | |||||
Meeting daily compensation - telephonic | $ | 500 | $ | 500 | $ | 500 | $ | 500 | $ | 500 | |||||
Annual Retainer - Chairperson | $ | 25,000 | not applicable | $ | 18,500 | $ | 7,500 | $ | 5,000 | ||||||
As of January 1, 2014, the equity component of the director's compensation is valued at $150,000. Half of the annual equity package consists of restricted stock units and the other half consists of stock options. The options become exercisable one year after the grant date and expire ten years after the grant date. The restricted stock units vest one year from the grant date.
