Adaptec, Inc. Non-Employee Director Compensation Policy (as Amended)
This policy outlines the compensation for non-employee directors of Adaptec, Inc. Non-employee directors receive annual and per-meeting cash retainers for serving on the Board and its committees, with additional compensation for chairpersons. The policy also allows non-employee directors to participate in the company's 2006 Director Plan, which provides for discretionary equity awards determined by the Board. The policy specifies the amounts for each type of compensation and notes that additional compensation may be provided for service on non-permanent committees.
Exhibit 10.28
ADAPTEC, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
Cash Compensation
The following table lists our non-employee director cash compensation policy.
| Non-Employee Director Cash Compensation (1) | |||||||||||||
| Board of Directors | Audit Committee | Compensation Committee | Governance and Nominating Committee | ||||||||||
| Member Annual Retainer | $ | 26,000 | $ | 5,000 | $ | 3,500 | $ | 2,250 | |||||
| Per-Meeting Retainer (2) | $ | 2,000 | $ | 1,200 | $ | 1,200 | $ | 1,200 | |||||
| Chairperson Annual Retainer | $ | 36,000 | (3) | $ | 10,000 | $ | 7,000 | $ | 4,500 | ||||
| (1) | Board members serving on other Board committees that are not permanent Board committees may receive additional compensation, as determined by the Board. |
| (2) | Chairperson of the Board and each Board committee may assess a reduced per-meeting retainer. |
| (3) | This amount includes the $26,000 member annual retainer. |
Equity Compensation
Non-employee directors are eligible to participate in the Adaptec, Inc. 2006 Director Plan (the “Plan”). Awards under the Plan are discretionary and are determined by the Board.
