MGC Diagnostics Corporation Director Stock Election Policy (May 29, 2013)
MGC Diagnostics Corporation has established a policy allowing non-employee directors to choose to receive a portion of their quarterly cash retainer fees in company common stock instead of cash. Directors must make this election at least 30 days before the start of each quarter, and the stock is issued at the quarter's start based on the prior day's closing price. This policy aims to encourage director stock ownership and is effective beginning with the fiscal quarter starting August 1, 2013.
Exhibit 10.1
MGC Diagnostics Corporation
Policy to Allow Directors to elect to Receive Stock In Lieu of Retainer Fees*
May 29, 2013
MGC believes it is important for directors to own Company common stock and has adopted share ownership guidelines. Recognizing that it may be difficult for directors to obtain stock in the open market from time to time, the Company has provided that a portion of non-employee directors’ annual fees are payable in restricted stock of the Company, vesting over one year.
In addition, the Board of Directors will give directors the option to designate a part of their annual cash retainer to be paid in Company common stock. These annual retainers are paid quarterly in advance.
This Policy will begin with the fiscal quarter beginning August 1, 2013. For each quarter beginning on or after August 1, 2013, each non-employee director may elect, no later than the 30 days prior to the beginning of the quarter, to have a percentage of that director’s quarterly cash retainer, excluding Chair fees, paid in Company common stock.
The election must be made during an open window period and will remain in effect until rescinded or changed. All stock will be issued as of the first day of the quarter with a value equal to closing price on the previous day.
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*Adopted pursuant to Section 7.8(g) of the MGC Diagnostics Corporation 2007 Stock Incentive Plan.
