Director Compensation Policy for Non-Employee Board Members

Summary

This agreement outlines the compensation structure for non-employee members of the Board of Directors. Non-employee directors are reimbursed for reasonable travel and lodging expenses related to Board or committee meetings. They also receive quarterly cash payments for their service on the Board and its committees, with additional compensation for serving as chairpersons. Directors are paid extra for attending meetings, with higher amounts for in-person attendance. The agreement specifies different compensation rates for the Board, Audit Committee, Compensation Committee, and Nominations Committee.

EX-10.1 2 y69678exv10w1.txt BOARD OF DIRECTORS' COMPENSATION Exhibit 10.1 DIRECTOR COMPENSATION The non-employee members of our Board of Directors (the "Board") are reimbursed for travel, lodging and other reasonable expenses incurred in attending Board or committee meetings. In addition, non-employee members of the Board receive cash compensation for their service on the Board and its committees as follows: BOARD OF DIRECTORS Three Thousand Dollars ($3,000) per calendar quarter for all non-employee members of the Board for their service as a member of the Board, plus an additional Three Thousand Dollars ($3,000) per calendar quarter for service as Chairman of the Board, each payable at the end of each calendar quarter; plus One Thousand Dollars ($1,000) for each regular or special Board meeting attended by such director in person, or Five Hundred Dollars ($500) for each regular or special Board meeting attended by such director by teleconference. AUDIT COMMITTEE Two Thousand Five Hundred Dollars ($2,500) per calendar quarter for each member of the Audit Committee for their service as a member of the Audit Committee, plus an additional Five Thousand Dollars ($5,000) per calendar quarter for service as Chair of the Audit Committee, each payable at the end of each calendar quarter; plus Two Thousand Dollars ($2,000) for each regular or special Audit Committee meeting attended by such director in person, One Thousand Dollars ($1,000) for each regular or special Audit Committee meeting attended by such director by teleconference. COMPENSATION COMMITTEE Six Hundred Twenty-Five Dollars ($625) per calendar quarter for each member of the Compensation Committee for their service as a member of the Compensation Committee, plus an additional Two Thousand Five Hundred Dollars ($2,500) per calendar quarter for service as Chair of the Compensation Committee, each payable at the end of each calendar quarter; plus One Thousand Dollars ($1,000) for each regular or special Compensation Committee meeting attended by such director in person, Five Hundred Dollars ($500) for each regular or special Compensation Committee meeting attended by such director by teleconference. NOMINATIONS COMMITTEE Two Hundred Fifty Dollars ($250) per calendar quarter for each member of the Nominations Committee for their service as a member of the Nominations Committee, plus an additional One Thousand Two Hundred Fifty Dollars ($1,250) per calendar quarter for service as Chair of the Nominations Committee, each payable at the end of each calendar quarter; plus Five Hundred Dollars ($500) for each regular or special Nominations Committee meeting attended by such director in person, Two Hundred Fifty Dollars ($250) for each regular or special Nominations Committee meeting attended by such director by teleconference.