Board of Director Compensation Fee Structure
EX-10.2 3 dex102.htm SUMMARY OF BOARD OF DIRECTOR COMPENSATION Summary of Board of Director Compensation
Exhibit 10.2
Board of Director Compensation Fee Structure
Board Fees.
Each director shall receive the following annual fee:
| 1. | Retainer – $40,000 |
| 2. | Lead director – $20,000 supplement |
Equity Compensation.
Each director shall receive the following equity grants:
| 1. | Non-qualified stock option grant – 10,000 shares (post-split) |
| 2. | Deferred compensation incentive match – 15% of the Board retainer deferred |
Committee Fees.
Each member of the following committees shall receive the following annual fees:
| 1. | Audit Committee – $9,000 per year, with supplement of $20,000 for the Committee chair |
| 2. | Other Committees – $4,000 per year for each Committee, with supplement of $5,000 for the Compensation Committee chair |
Meeting Fees.
Each director shall receive the following fees for each meeting attended:
| 1. | Board meetings – $2,000 per meeting if in person or $500 if by phone conference |
| 2. | Committee meetings – $1,500 per meeting if in person or $500 if by phone conference |
| 3. | Committee meeting supplements – if committee meeting lasts over 2 hours, increase of meeting fee to $2,500 ($3,000 for Committee Chairs) if in person or to $1,000 if by phone conference |
Effective Dates.
| 1. | Audit Committee retainer, increase from $4,000 to $9,000, effective as of January 1, 2004 |
| 2. | Lead director supplemental retainer, effective November 1, 2004 |
| 3. | Audit Committee chair supplemental retainer, increase from $5,000 to $20,000, effective November 1, 2004 |
