NON-EMPLOYEE DIRECTOR COMPENSATION POLICY(1)
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”).
