Non-Employee Director Compensation Policy (December 2014)

Summary

This document outlines the compensation structure for non-employee directors of the company as of December 2014. Directors receive an annual cash retainer of $60,000 and an annual equity award valued at $90,000 in restricted stock. Additional fees are provided for serving as Lead Director ($20,000), as well as for chairing various board committees. Directors may also receive meeting fees for attending more than 24 meetings per year. Upon joining the board, new directors receive an initial stock option grant valued at $150,000.

EX-10.P 2 a201410kexhibit10p.htm EXHIBIT 10.P 2014 10K Exhibit 10(p)




Exhibit 10(p)


Non-Employee Director Compensation
December 2014
 
 
 
 
Board Members:
 
 
 
 
 
 
 
Annual Retainer:
 
$
60,000

 
 
 
 
 
Annual Equity Award:
 
$
90,000

*
 
 
 
 
 
 
$
150,000

 
* Target Value of restricted stock
 
 
 
 
 
 
 
Lead Director Fee:
 
$
20,000

 
 
 
 
 
Committee Chair Fees:
 
 
 
 
 
 
 
Audit
 
$
15,000

 
Compensation
 
$
15,000

 
Nominating & Governance
 
$
10,000

 
Regulatory & Compliance
 
$
10,000

 
 
 
 
 
Meeting Fees:
 
$
1,500

**
 
 
 
 
** For meetings attended in excess of 24 in a year
 
 
 
 
 
 
 
Initial Equity Grant:
 
 
 
 
 
 
 
Number of stock options equal to $150,000 divided by closing price of Company's stock on
the date of election to the Board.