Non-Employee Director Compensation Policy (Effective January 1, 2015)
This policy outlines the compensation for non-employee directors of the company, effective January 1, 2015. Directors receive annual cash retainers, with additional payments for serving as Chairman, Lead Independent Director, or as committee chairs or members. Directors are also granted stock options, with an initial award vesting over three years and annual awards vesting over one year. All stock options are issued under the company's 2013 Equity Incentive Plan. Payments are made quarterly, and certain roles are not eligible for overlapping compensation within the same committee.
EXHIBIT 10.11
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (1)
(Effective January 1, 2015)
| ANNUAL CASH RETAINER |
| • | Annual retainer |
| • | $40,000 | |
| ADDITIONAL CHAIRMAN OF THE BOARD CASH COMPENSATION |
| • | Annual retainer |
| • | $30,000 | |
| ADDITIONAL LEAD INDEPENDENT DIRECTOR CASH COMPENSATION |
| • | Annual retainer | • | $20,000 | ||
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| ADDITIONAL COMMITTEE CHAIR CASH COMPENSATION |
| • | Annual retainer (Audit) |
| • | $22,000 | |
| • | Annual retainer (Compensation) | • | $15,000 | ||||
| • | Annual retainer (Corporate Governance & Nominating) | • | $10,000 | ||||
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| ADDITIONAL COMMITTEE MEMBER CASH COMPENSATION (2) |
| • | Annual retainer (Audit) |
| • | $10,000 | |
| • | Annual retainer (Compensation) | • | $7,500 | ||||
| • | Annual retainer (Corporate Governance & Nominating) | • | $5,000 | ||||
| INITIAL STOCK OPTION AWARD |
| • | Number of shares (all directors) |
| • | 30,000 | |
| • | Vesting period | • | 3 years | ||||
| • | Vesting increment | • | Monthly | ||||
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| ANNUAL STOCK OPTION AWARD |
| • | Number of shares (all directors) |
| • | 20,000 (3) | |
| • | Vesting period | • | 1 year | ||||
| • | Vesting increment | • | Monthly |
| (1) | All stock option awards shall be made pursuant to the Non-Employee Directors' Nonstatutory Stock Option Program under the 2013 Equity Incentive Plan. All annual retainer payments will be made in advance, in equal quarterly installments during the year based on the individual’s role as of the commencement of the given quarter. |
| (2) | Committee Chair is not also eligible for cash compensation as a member of the same committee for which he/she is paid for service as the committee chair. |
| (3) | Awarded at the annual meeting of stockholders following election to the Board and/or appointment as Board Chair, subject to pro-ration for any partial period of service in accordance with the terms of the 2013 Equity Incentive Plan. |
