Summary of Non-Employee Director Compensation Policy for Board and Committee Members

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation policy for non-employee directors of the company. Non-employee board members receive an annual retainer, per-meeting fees for in-person attendance, and annual stock option grants. Additional retainers are provided for service on the Audit, Compensation, and Nominating and Corporate Governance Committees, with higher compensation for the Audit Committee Chairman. Stock options vest over four years, with different terms for initial and subsequent grants. The policy sets clear terms for director compensation and stock option vesting schedules.

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EX-10.1 3 dex101.htm SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Summary of Non-Employee Director Compensation Policy

Exhibit 10.1

Summary of Director Compensation

 

Director Category (applicable to non-employee directors)

    Annual
Retainer		    Compensation
per Meeting
(in-person
only)		    Number of
Annual Stock
Options*		  

Board Members

    $ 20,000    $ 1,000    20,000/10,000 (1)

Audit Committee Members (excluding Chairman)

    $ 2,500      None    None  

Audit Committee Chairman

    $ 25,000      None    None  

Compensation Committee Members (including Chairman)

    $ 2,000      None    None  

Nominating and Corporate Governance Committee Members (including Chairman)

    $ 2,000      None    None  
* Applicable to all non-employee directors.

 

(1) If such option is the first option a director has received from the Company for his or her services as a Board member (the “Initial Grant”), then such option will be for 20,000 shares of the Company’s common stock and the shares subject to such option will vest over four (4) years, with 25% of the shares subject to such option vesting upon the one (1) year anniversary of the date of the grant of such option, and 1/48 of the shares subject to such option vesting monthly thereafter.

If such option is not the Initial Grant, then such option will be for 10,000 shares of the Company’s common stock. If such option is not an Initial Grant, then 1/48 of the shares subject to such option would vest monthly over four (4) years.