Director Compensation Policy and Equity Grant Terms for Board and Committee Service

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation structure for non-employee directors of the company. It specifies annual retainers for board and committee chairs, meeting fees, and equity grants in the form of restricted stock units. Directors who are also company employees do not receive additional compensation for board service. Equity grants are based on the fair market value of the company's stock, with specific vesting schedules. Meeting fees are reduced for telephonic attendance or meetings held adjacent to board meetings. The policy ensures transparent and structured compensation for board service.

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EX-10.5 2 b58465scexv10w5.txt EX-10.5 DIRECTOR COMPENSATION MATTER . . . EXHIBIT 10.5 DIRECTOR COMPENSATION CHART+
ANNUAL LEAD INDEPENDENT BOARD COMMITTEE ANNUAL BOARD DIRECTOR & COMMITTEE MEETING FEE MEETING FEE MEMBER RETAINER CHAIR RETAINER (PER MEETING FEE) (PER MEETING FEE) EQUITY GRANTS - --------------- ---------------------------------- ----------------- ----------------- ------------------------------------- $15,000* - Lead Independent Director & $2,000** $750** - Restricted Stock Units grant Audit Chair: $20,000* upon first (initial) appointment to Board of Directors: $75,000 - Compensation Committee Chair: in Fair Market Value***, capped $10,000* at 12,500 units, 4-yr. straight-line vesting (i.e., 25% - Nominating and Governance per year). Committee Chair: $5,000* - Annual Restricted Stock Units grant: $40,000 in Fair Market Value***; 100% "cliff" vesting at 1st anniversary.
- ---------- + 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. ** 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.