Board and Committee Compensation Schedule for Directors
This document outlines the compensation structure for members of the Board of Directors and its committees. Directors receive an annual cash retainer of $40,000 and an annual equity grant of $100,000, both payable or issued on March 31 each year. Additional fees are paid for attending board and committee meetings, and committee chairs receive extra annual retainers. The equity grant is fully vested upon issuance. The agreement specifies the amounts and timing of these payments but does not list specific parties by name.
Exhibit 10.12
Board/Committee Compensation
| Type of Compensation | Amount |
| Annual Board Cash Retainer | $40,000 (payable March 31 of each year) |
| Annual Equity Grant | $100,000 (issued March 31 of each year based on the trading price on such date (or the next trading day if such date is not a trading day); fully vested upon issuance) |
| Board Meeting Fees | $1,500 for each meeting |
| Committee Meeting Fees | $1,000 for each substantive meeting of each committee of the Board |
| Annual Committee Chair Retainer | $15,000 for Audit Committee Chair $10,000 for Compensation Committee Chair $8,500 for Nominating and Corporate Governance Committee Chair
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