Non-Employee Director Compensation Policy for Board and Committee Service
This document outlines the compensation policy for non-employee directors of the company. Non-employee directors receive an annual retainer of $35,000, plus additional fees for attending board and committee meetings, with higher amounts for in-person attendance. Committee chairpersons receive extra annual retainers, varying by committee. Non-employee directors are also granted stock options quarterly, which vest after one year and expire after ten years. The policy specifies the structure and timing of these payments and grants.
Exhibit 10.20
Non-Employee Director Compensation
We currently pay our non-employee directors an annual retainer of $35,000, plus $1,000 per day for attendance at meetings of the Board of Directors or $500 if the meeting is telephonic. Pay for attendance at meetings of Committees of the Board of Directors is $750 per day or $375 if the meeting is telephonic. Each Chairperson of a Committee of the Board of Directors also receives an annual retainer. The annual retainer for the Audit Committee Chairperson, the Compensation Committee Chairperson and the Nominating Governance Committee Chairperson is $18,500, $7,500 and $5,000, respectively.
Our non-employee directors receive an option to purchase 1,500 shares of our common stock quarterly on the date that is two days after the public announcement of our earnings for the immediately preceding quarter. Such options become exercisable one year after the grant date and expire ten years after the grant date.
