2007 Director Compensation Policy for Board and Committee Members

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation structure for non-employee directors of the company, effective January 1, 2007. It details annual retainers, meeting fees, and equity grants for board and committee service, including specific amounts for chairpersons and lead independent directors. Compensation includes cash payments and restricted stock units, with vesting schedules and caps. Employee directors are not eligible for these payments. Some compensation amounts and roles change after the August 16, 2007 annual meeting. The policy also specifies how equity grant values are calculated based on the company's stock price.

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EX-10.6 3 b63642scexv10w6.txt EX-10.6 DIRECTOR COMPENSATION MATTERS Exhibit 10.6 APPROVED: DECEMBER 15, 2006 EFFECTIVE DATE: JANUARY 1, 2007 2007 DIRECTOR COMPENSATION CHART+
Annual Lead Independent Annual Board Director & Committee Board Meeting Fee Committee Meeting Fee Member Retainer Chair Retainer (per meeting fee) (per meeting fee) Equity Grants - --------------- -------------------- ----------------- ------------------------- ----------------------------------- $15,000*# - Chairman: $50K*# $2K** - Audit Committee: $1K** - Restricted Stock Units grant upon first (initial) appointment to Board of Directors: $75,000 - Lead Independent - Other Committees: in Fair Market Value***, capped Director: $20K*## $750** at 12,500 units, 4-yr. straight -line vesting (i.e., 25% per - Audit Chair:$30K* year). - Compensation - Annual Restricted Stock Units Committee Chair: grant: $40,000 in Fair Market $10K*# Value***; 100% "cliff" vesting at 1st anniversary. - Nominating and Governance Committee Chair: $5K*
- ---------- + Directors who are also employees of the Company do not receive any compensation for serving as Directors or as members of Committees. * Retainer paid in equal quarterly installments. # Effective as of the Annual Meeting of Stockholders (to be held on August 16, 2007), the Annual Board Member Retainer will increase to $25,000, the Chairman Retainer will increase to $60,000 and the Compensation Committee Chair Retainer will increase to $20,000. ## Effective as of the Annual Meeting of Stockholders (to be held on August 16, 2007), the position of Lead Independent Director is eliminated. ** Fee reduced 50% (i) if attended by telephone; or (ii) for Committee meetings held immediately before or after a Board meeting. *** The number of Restricted Stock Units ("Units") to be granted will be determined as follows: - The Fair Market Value ("FMV") will be calculated based on the last reported sale price per share of the Company's Common Stock on the NASDAQ National Market on the Units grant date. - The FMV will then be divided into $75,000 [if a "first (initial)" grant] or $40,000 [if an annual grant] to determine the number of Units to be granted.