Ex-10.6 Director Compensation Matters

Contract Categories: Human Resources - Compensation Agreements
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.