Outside Director Compensation Plan for Board Members

Summary

This plan outlines the compensation for outside directors of the company. Eligible directors receive an annual cash retainer, additional fees for attending board and committee meetings, and annual grants of stock options and restricted stock. New directors receive pro-rated equity awards based on their start date. Stock options vest over four years, while restricted stock vests after one year. Directors are also reimbursed for reasonable travel and lodging expenses related to board duties. Compensation is paid quarterly or semi-annually, and only non-employee directors are eligible.

EX-10.4 5 o38413exv10w4.htm OUTSIDE DIRECTOR COMPENSATION PLAN OUTSIDE DIRECTOR COMPENSATION PLAN

Exhibit 10.4

Outside Director Compensation Plan (a)


Annual Cash Retainer:
Board Member		$30,000

Audit Committee Chair		$10,000
Audit Committee Member		No additional compensation
Compensation Committee Chair		$10,000
Compensation Committee Member		No additional compensation
Nominating Committee Chair		No additional compensation
Nominating Committee Member		No additional compensation

Additional Payments:
Attendance Fee for In Person Attendance at Board Meeting		$1,000
Attendance Fee for Telephone Attendance at Board Meeting		$500
Attendance Fee for Committee Meeting Attendance		$500

Equity Grant Upon Initial Election or Appointment		Pro-Rata for Partial Year
New directors — on the date of initial election		of Service Based on Date
or appointment to the Board, new directors (other than		of Initial Election or
directors elected at the annual meeting of stockholders		Appointment, Relative to
who will receive the annual stock option grant and		the Date of the Preceding
annual grant of restricted stock as set forth below)		Annual Meeting of
will be entitled to a pro-rata portion of the annual		Stockholders
restricted stock award and option grant

Annual Stock Option Grant (b)		$80,000

Annual Grant of Restricted Stock (c)		$30,000

Expense Reimbursement — for travel, lodging and other reasonable out-of-pocket expenses incurred in attending board and committee meetings


All amounts listed above are in United States dollars.

(a)		Each member of the Board, other than a director employed by the Company, is entitled to receive compensation under this plan.

(b)		Each of these options will have an exercise price equal to the fair market value of the Company’s common stock on the date of grant, a term of 10 years, and will vest 25% per year on each anniversary of the option grant date for 4 years.

(c)		Each share of restricted stock will be fully vested on the first anniversary of the grant date.

The number of shares issued for restricted stock awards and option grants shall equal the specified dollar value of the restricted stock or option award divided by the applicable per share or per option 123R charge as of the grant date as determined by the company for financial reporting purposes.

Timing of Director Compensation: Each Director shall receive an initial stock option grant and restricted stock award the day of the director’s election or appointment to the board. Thereafter, on the date of each annual meeting of stockholders, each person who is either elected to the Board at the annual meeting or continues to serve on the Board upon the conclusion of the annual meeting will receive his or her annual stock option grant and restricted stock award. The cash retainer and other fees will be paid in arrears, quarterly or semi-annually at the Company’s discretion.