2012 Non-Employee Director Compensation Plan for SSCI Board Members

Summary

This agreement outlines the 2012 compensation plan for non-employee directors of SSCI. Directors receive an annual cash retainer of $80,000 and annual equity awards valued at $150,000, split between stock options and restricted stock units. Additional cash retainers are provided for the Lead Director and for service on or chairing board committees. Directors may choose to receive cash retainers as restricted stock units at a higher value. Equity grants vest quarterly over one year, and pro-rated grants are available for directors appointed mid-year.

EX-10.37 3 ssci_09292012xexhibit1037x.htm EXHIBIT 10.37 SSCI_09292012_Exhibit 10.37_10K

Exhibit 10.37

CALENDAR 2012 NON-EMPLOYEE DIRECTOR COMPENSATION



Compensation Element	Amount
Board Cash Compensation	Annual retainer - $80,000 ¹
Annual Equity Compensation	Aggregate of $150,000 in value of stock options and restricted stock units determined as follows: - A number of stock options valued at $50,000 at the time of grant calculated using the Company's stock compensation valuation² practices for financial reporting - A number of restricted stock units calculated by dividing $100,000 by the closing stock price on the date of grant ² - Both grants vest as to 25% of the shares subject thereto on the first four quarterly anniversaries of the date of grant
Annual Lead Director Cash Compensation	Additional retainer: $30,000¹
Committee Member Cash Compensation	Annual retainer:¹ Audit Committee: $15,000 Compensation Committee: $10,000 Nominating and Governance Committee: $10,000
Annual Committee Chair Cash Compensation	Additional retainer:¹ Audit Committee: $15,000 Compensation Committee: $10,000 Nominating and Governance Committee: $10,000

¹Directors may elect to receive cash retainers in the form of restricted stock units with value equal to 133% of the forgone cash compensation and which vest in full on the day immediately prior to the annual meeting of stockholders held following the grant date.

²Represents amount of equity granted to Board members elected at annual meetings of stockholders. For members appointed between annual meetings of stockholders, grant amounts are pro rated based upon the time between the last annual meeting of stockholders and the date of appointment.