Outside Director Compensation
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 |
