Summary of Non-Management Director Compensation Arrangements
This document outlines the compensation structure for non-management directors of the company. Directors receive an annual retainer, additional fees for committee chair roles, and meeting fees. They are also granted restricted stock units and stock options upon joining the board and annually thereafter. Compensation is paid quarterly or after meetings, and travel expenses are reimbursed. Equity awards vest after one year, with options expiring in ten years, and restricted stock units are deferred until the director leaves the board.
Exhibit 10.3
Summary of
Compensation Arrangements
With Non-Management Directors
| Retainer for Board Service | $40,000 per year paid quarterly | |
| Retainer for Committee Chair | $10,000 per year paid quarterly (applies to audit, compensation and governance and nominating committees; other committee chairs will be compensated $5,000 per year) | |
| Additional Retainer for Audit Committee Members | $10,000 per year for the chair and $5,000 for each member | |
| Meeting Fee | $1,000 per meeting paid shortly after each meeting | |
| Initial Equity Grant | 6,000 restricted stock units and 8,000 stock options upon initial election or appointment to board | |
| Annual Equity Grant | 2,000 restricted stock units and 8,000 stock options granted on the date of the annual meeting of shareholders | |
Retainers are paid quarterly; meeting fees are paid after each meeting. Travel expenses in connection with the attendance of meetings are reimbursed.
Stock options and restricted stock units vest on the first anniversary of the grant and options expire 10 years after grant. All restricted stock units are deferred until retirement or other termination from the Board of Directors.
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