Non-Employee Director Compensation Policy under Fourth Amended and Restated 2014 Stock Plan
This agreement outlines the compensation for non-employee directors of the company. Non-employee directors receive an annual cash retainer, with additional fees for serving as Board Chairman or as chairs or members of Board committees. They also receive annual restricted stock awards under the company's stock plan. The company reimburses travel and meeting expenses for non-employee directors. Executive officers who serve as directors do not receive additional compensation for their board service.
EXHIBIT 10.39
COMPENSATORY ARRANGEMENTS OF DIRECTORS
Directors 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 Fourth Amended and Restated 2014 Stock Plan. 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.
