Non-Employee Director Compensation Policy (Effective October 1, 2009)
This policy outlines the compensation structure for non-employee directors of the company, effective October 1, 2009. It specifies annual retainers, meeting fees, and stock option grants for board and committee participation. Additional compensation is provided for the Chairman of the Board, committee chairs, and the Lead Independent Director. All stock options are granted under the Non-Employee Directors’ Nonstatutory Stock Option Program pursuant to the 2004 Plan. The policy details payment amounts, vesting periods, and conditions for both cash and equity compensation.
Exhibit 10.1
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY(1)
(effective October 1, 2009)
| CASH |
| · Annual retainer · Board meeting fee (in person) · Board meeting fee (telephonic) · Committee meeting fee (in person) · Committee meeting fee (telephonic) |
| · $25,000 · $2,000 · $1,000 · $1,000 · $1,000 |
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| INITIAL STOCK OPTION GRANT |
| · Number of shares · Vesting period · Vesting increment |
| · 30,000 · 3 years · Monthly |
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| ANNUAL STOCK OPTION GRANT |
| · Number of shares
· Vesting period · Vesting increment |
| · 15,000 (subject to proration as set forth in the 2004 Plan) · 1 year · Monthly |
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| ADDITIONAL CHAIRMAN OF THE BOARD COMPENSATION |
| · Annual retainer · Initial stock option grant (shares) · Annual stock option grant (shares) |
| · $10,000 · 15,000 · 6,000 (subject to proration as set forth in the 2004 Plan) |
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| ADDITIONAL COMMITTEE CHAIR COMPENSATION |
| · Annual retainer (Audit) · Annual retainer (Compensation) · Annual retainer (Corporate Governance & Nominating) · Committee meeting fee (in person or telephonic) |
| · $12,000 · $8,000 · $5,000
· $1,000 |
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| ADDITIONAL LEAD INDEPENDENT DIRECTOR COMPENSATION |
| · Annual Retainer |
| · $15,000 |
(1) All stock option grants shall be made pursuant to the Non-Employee Directors’ Nonstatutory Stock Option Program under the 2004 Plan.
