Director Compensation Policy for Non-Employee Board Members (Revised April 2007)
This agreement outlines the compensation for non-employee directors, including Stonington directors, following the company's IPO. Non-employee directors receive a quarterly retainer, additional fees for chairing committees, and meeting attendance fees. They are also granted restricted stock valued at $30,000 upon joining and annually thereafter, with vesting after one year. Travel expenses for board and committee meetings are reimbursed. The policy also details specific grants for new outside directors added in 2005. All compensation terms are effective as of April 2007.
Exhibit 10.26
Director Compensation for |
| REVISED APRIL 2007 |
Cash Compensation |
|
|
| Retainer |
| per qtr |
| ||
Annual BOD Retainer (payable quarterly in advance) |
| $ | 30,000 |
| $ | 7,500 |
| ||
Annual Audit Committee Chair Retainer (payable quarterly in advance) |
| $ | 10,000 |
| $ | 2,500 |
| ||
Annual Other Committee Chair Retainer (payable quarterly in advance) |
| $ | 5,000 |
| $ | 1,250 |
|
Meeting Fees |
|
|
| In Person |
| Telephonic |
| ||||||
BOD |
|
| $ | 1,500 |
|
|
| $ | 500 |
|
| ||
Any Committee |
|
| $ | 500 |
|
|
| $ | 500 |
|
|
Restricted Stock
Any new non-employee director who has not been in our prior employ will receive an initial grant of restricted stock with a fair market value of $30,000. Each non-employee director shall receive an annual grant of restricted stock with a fair market value of $30,000. The restricted stock awards will be granted to each director upon election and will be vested on the first anniversary of the date of grant. Awards of restricted stock after the initial grant shall be prorated to accommodate situations where a director is initially elected other than at an annual meeting.
Non-employee directors shall be reimbursed for travel expenses incurred in attending Board of Directors and Committee meetings.
New Outside Directors added 2005 received:
Grants of 3,000 shares (2,500 shares post December 2006 reverse stock split) that vest in One Year at $9.00 valuation $27,000