Non-Employee Director Cash Compensation Policy for Board of Directors

Summary

This document outlines the cash compensation structure for non-employee directors serving on the company's Board of Directors. It specifies annual retainers for board and committee service, per-meeting fees for both in-person and telephonic meetings, and additional compensation for service on any Special Committee. The compensation varies based on the role and type of meeting, and special committee compensation ends when the committee's work is finished.

EX-10.1 3 v095271_ex10-1.htm

Exhibit 10.1

The cash compensation of the non-employee directors of the Board of Directors of the Company is as follows:

the annual cash retainer payable for Company Board-level (as opposed to Committee-level) service is $30,000;

an annual cash retainer of $12,000 is payable to the chairman of the Audit Committee;

an annual cash retainer of $9,000 is payable to the chairman of the Compensation Committee;

the amount of the per meeting fee for in-person Board of Directors meetings is $1,600;

the amount of the per meeting fee for in-person Committee meetings is $1,200;

the amount of the per meeting fee payable for telephonic meetings of the Board of Directors or a Committee lasting one hour or less is fixed at 50% of the per meeting for a Board of Directors or Committee meeting, as applicable and

in the event that the Company determines that it is advisable to establish a Special Committee, if and when such a Committee is needed, additional compensation would be paid at the rate of $5,000 per month for the Special Committee Chairman, $2,500 per month for the Special Committee Vice-Chairman, and $2,000 per meeting for all members of the Special Committee. The additional compensation will be discontinued when any Special Committee project is suspended or concluded.