Outside Director Compensation Program Effective June 21, 2012
This agreement outlines the compensation program for outside directors of the company, effective June 21, 2012. It specifies annual cash retainers for board and committee service, additional payments for committee chairs, and an annual grant of restricted stock units (RSUs) valued at $170,000. RSUs vest after one year or just before the next annual stockholders' meeting. Payments are made quarterly in arrears. The program applies to non-employee directors and sets out their compensation structure for board and committee participation.
Exhibit 10.22
Outside Director Compensation
Program Effective as of June 21, 2012
| Annual Board Retainer | $60,000 | |
| Non-Executive Chair Retainer | $75,000 | |
| Committee Member Retainers | ||
| Audit Committee | $10,000 | |
| Compensation Committee | $10,000 | |
| Nominating & Corporate Governance Committee | $7,500 | |
| Neutrality Committee | $5,000 | |
| Incremental Committee Chair Retainers | ||
| Audit Committee | $12,500 | |
| Compensation Committee | $12,500 | |
| Nominating & Corporate Governance Committee | $7,500 | |
| Neutrality Committee | $5,000 |
All amounts listed above will be paid to directors in arrears quarterly
Annual restricted stock unit grant:
| • | Number of RSUs equal to $170,000 divided by the 30-day moving average stock price of the Class A Common Stock as of the market close on the Date of Grant as reported in the principal consolidated transaction reporting system for the New York Stock Exchange |
| • | RSUs vest in full on the earlier of (i) the first anniversary of the date of grant, or (ii) the day preceding the next year’s annual meeting of stockholders |
