inTEST Corporation Non-Employee Director Compensation Policy
inTEST Corporation provides annual cash retainers and additional fees to non-employee directors for serving on its Board and committees. The Board Chairman and committee chairs receive extra compensation, and all non-employee directors are granted restricted stock awards under the company's stock plan. Travel and meeting expenses are reimbursed. Executive officers serving as directors do not receive this compensation.
EXHIBIT 10.39
COMPENSATORY ARRANGEMENTS OF DIRECTORS
Directors serving on the Board of Directors (the "Board") of inTEST Corporation who are not also our officers (each a "non-employee director") currently receive an annual retainer of $25,000. The Board Chairman is paid an additional annual retainer of $40,000. The Chair of each of the committees of the Board are paid an additional annual fee as follows: the Chair of the Audit Committee is paid an additional annual fee of $20,000; the Chair of the Compensation Committee is paid an additional annual fee of $10,000; and the Chair of the Nominating and Corporate Governance Committee is paid an additional annual fee of $10,000. The members of the committees, other than the Chair, are paid additional annual fees as follows: members of the Audit Committee are paid an additional annual fee of $10,000, members of the Compensation Committee are paid an additional annual fee of $5,000, and members of the Nominating and Corporate Governance Committee are paid an additional annual fee of $5,000. Non-employee directors also receive an annual award of restricted stock under our Third Amended and Restated 2014 Stock Plan, as amended. In addition, we reimburse non-employee directors' travel expenses and other costs associated with attending Board or committee meetings. We do not pay compensation to our executive officers for their service as directors.
