Summary of Non-Executive Director Compensation Arrangements as of September 30, 2009
This document outlines the compensation terms for non-executive directors of the company as of September 30, 2009. Directors receive an annual cash payment, fees for attending meetings (with different rates for in-person and telephone participation), and reimbursement for meeting-related expenses. A temporary 25% reduction in cash compensation was implemented for one year starting May 2009, with directors receiving restricted company shares as compensation for the reduction. Additionally, directors are eligible for a bonus equal to 2.5% of certain non-dilutive company receipts, excluding specific grants.
Exhibit 10.1
Summary of Directors Ongoing Compensation
Subject to a temporary reduction, as more fully set forth below, as of September 30, 2009, our non-executive officer directors receive cash compensation as follows:
| — | Annual compensation of $10,000; |
| — | Meeting participation fee of $750 per in-person meeting; and |
| — | For meeting participation by telephone, $350 per meeting. |
If the compensation is paid in New Israeli Shekels (“NIS”), the exchange rate of the directors’ fees used to calculate the fees will be not less then $4.25 per NIS. In addition, we reimburse our non-executive officer directors for expenses incurred in connection with attending board meetings.
As of May 2009 there was a reduction of 25% of the directors’ cash compensation in effect for a period of one year. In exchange for the reduction the directors were granted restricted shares of the company’s common stock with an attributed value of $1.32 per share.
In the event that the Company receives non-dilutive amounts (excluding OCS grants, but including strategic deals), the seven non-executive directors will be entitled to share a bonus that equals 2.5% of such amount.
