NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (1) (Effective January 1, 2015)

Contract Categories: Human Resources - Compensation Agreements
EX-10.11 2 ex10-11.htm EXHIBIT 10.11 ex10-11.htm

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

 

 

 

 

 

 

 

 

 

ADDITIONAL COMMITTEE CHAIR CASH COMPENSATION

 

Annual retainer (Audit)

 

$22,000

 
    Annual retainer (Compensation)   $15,000  
    Annual retainer (Corporate Governance & Nominating)   $10,000  

 

 

 

 

 

 

 

 

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  

 

 

 

 

 

 

 

 

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.