Non-Employee Director Compensation Policy for Board and Committee Service

Contract Categories: Human Resources › Compensation Agreements
Summary

This agreement outlines the compensation structure for non-employee directors of the company. Non-employee directors receive annual cash retainers for board and committee service, with additional fees for committee chairs and members. Directors may choose to receive equity grants instead of cash. All directors are reimbursed for reasonable expenses related to board duties. Annually, non-employee directors are also granted stock options or restricted stock valued at $120,000, with vesting typically occurring no earlier than one year after the grant. Stock options are exercisable for up to ten years.

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EX-10.17 2 ex10_17.htm COMPENSATION OF NON-EMPLOYEE DIRECTORS ex10_17.htm

EXHIBIT 10.17
 
Compensation of Non-Employee Directors
 
Fees for Non-Employee Directors:
 
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Lead independent director annual retainer - $60,000
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Non-employee director annual retainer - $35,000
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Audit Committee chairman - $20,000
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Audit Committee membership - $10,000
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Compensation Committee chairman - $15,000
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Compensation Committee membership - $7,500
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Nominating and Corporate Governance Committee chairman - $15,000
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Nominating and Corporate Governance Committee membership - $7,500
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Strategic Planning Committee chairman - $15,000
 
Directors may, at their option, receive equity grants in lieu of the cash compensation above.  All directors are reimbursed for reasonable out-of-pocket expenses incurred in attending Board and committee meetings and director education programs.
 
Equity Awards:
 
Non-employee Directors are annually granted either stock options with an exercise price equal to 100% of the fair market value of the common stock at the date of grant or shares of restricted stock based on a fair market value on the date of grant of $120,000.  Except under certain limited circumstances, the options and restricted stock vest no earlier than one year after the date of grant. Each option granted is exercisable for up to ten years after the grant date.