2005 Compensation Program for Outside Directors
This agreement outlines the 2005 compensation program for outside directors of the company. Outside directors receive an annual board retainer of $25,000, additional payments for committee chairs and members, and grants of restricted stock units (RSUs) based on re-election and annual service. Cash payments are made quarterly and may be deferred, while equity awards are granted at the annual shareholders meeting. The program specifies vesting schedules and conditions for RSU grants, particularly for directors with prior option grants. The plan was approved by the Compensation Committee on February 3, 2005.
EXHIBIT 10.65
2005 Compensation Program for Outside Directors
| Annual Board Retainer: | $25,000 | |||
| Committee Chairs: | $15,000/$30,000 for Audit Committee Chair | |||
| Committee Membership: | $5,000 | |||
| Re-election RSU Grant: | 6,000 RSUs (vesting 2,000 each year beginning at 1st anniversary of re-election) | |||
| Annual RSU Grant: (to all outside directors at each annual meeting*) | 2,000 RSUs (vesting in full one year from grant date) |
| * | For so long as a director has options vesting pursuant to a grant made under the previous director compensation plan (i.e. program which provided a grant of 48,000 options upon election, vesting 16,000 at each subsequent annual meeting), he will not be entitled to the Annual RSU Grant. |
All cash payments shall be based on service for a full year; pro rata payment shall be made for service of less than one year. Payment shall be quarterly and may be deferred.
Equity awards shall be granted effective at the corresponding Annual Meeting of Shareholders.
As approved by the Compensation Committee February 3, 2005
