Non-Employee Director Compensation Policy under 2004 Equity Incentive Plan
This policy outlines the compensation for non-employee directors of the company, including annual cash retainers, meeting fees, and stock option grants. Directors receive cash payments for attending board and committee meetings, with additional compensation for serving as Chairman, Committee Chair, or Lead Independent Director. Stock options are granted both initially and annually, with vesting schedules specified. All stock options are issued under the company's 2004 Equity Incentive Plan. The policy sets clear terms for director compensation and participation in the company's equity program.
Exhibit 10.1
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY(1)
| CASH |
| · | Annual retainer |
| · | $20,000 |
| · | Board meeting fee (in person) |
| · | $2,000 | ||
| · | Board meeting fee (telephonic) |
| · | $1,000 | ||
| · | Committee meeting fee (in person) |
| · | $1,000 | ||
| · | Committee meeting fee (telephonic) |
| · | $1,000 | ||
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| INITIAL STOCK OPTION GRANT |
| · | Number of shares |
| · | 30,000 |
| · | Vesting period |
| · | 3 years | ||
| · | Vesting increment |
| · | Monthly | ||
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| ANNUAL STOCK OPTION GRANT |
| · | Number of shares |
| · | 15,000 (subject to proration as set forth in the 2004 Plan) |
| · | Vesting period |
| · | 1 year | ||
| · | Vesting increment |
| · | Monthly | ||
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| ADDITIONAL CHAIRMAN OF THE BOARD COMPENSATION |
| · | Annual retainer |
| · | $10,000 |
| · | Initial stock option grant (shares) |
| · | 15,000 | ||
| · | Annual stock option grant (shares) |
| · | 6,000 (subject to proration as set forth in the 2004 Plan) | ||
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| ADDITIONAL COMMITTEE CHAIR COMPENSATION |
| · | Annual retainer (Audit) |
| · | $8,000 |
| · | Annual retainer (Compensation) |
| · | $5,000 | ||
| · | Annual retainer (Corporate Governance & Nominating) |
| · | $5,000 | ||
| · | Committee meeting fee (in person or telephonic) |
| · | $1,000 | ||
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| ADDITIONAL LEAD INDEPENDENT DIRECTOR COMPENSATION |
| · | Annual Retainer |
| · | $10,000 |
(1) All stock option grants shall be made pursuant to the Non-Employee Directors’ Nonstatutory Stock Option Program under the 2004 Equity Incentive Plan (the “2004 Plan”).
