Synovis Life Technologies, Inc. Non-Employee Directors' Cash Compensation Policy (Fiscal 2012)

Summary

This document outlines the cash compensation policy for non-employee directors of Synovis Life Technologies, Inc. for fiscal year 2012. Non-employee directors receive a monthly retainer, fees for attending board and committee meetings, and annual stipends for serving as chairs of the board or its committees. Meeting fees are adjusted for teleconference attendance and for committee chairs. Directors who are also employees do not receive additional compensation for board service. The policy specifies the rates and conditions for each type of compensation.

EX-10.12 2 ex10_12.htm EXHIBIT 10.12 ex10_12.htm

Exhibit 10.12

Non-Employee Directors' Cash Compensation

In fiscal 2012, non-employee directors of Synovis Life Technologies, Inc. (the “Company”) will receive cash compensation as outlined in the table below:
 
    Compensation Rate  
    Fiscal 2012  
Monthly Board member retainer    $ 2,000  
Fee per Board meeting attended   $ 1,500 (2)
Fee per Audit Committee meeting attended   $ 1,000 (1)(2)
Fee per Compensation Committee meeting attended   $ 1,000 (1)(2)
Fee per Governance Committee meeting attended   $ 1,000 (1) (2)
Annual stipend for Chairman of the Board   $ 12,000  
Annual stipend for Audit Committee Chair   $ 7,500  
Annual stipend for Compensation Committee Chair    $ 5,000  
Annual stipend for Governance Committee Chair    $ 3,000  
 
 
(1)
The Chairs of the Audit, Compensation, and Governance Committees of the Board of Directors (the “Board”) of the Company will receive 1.5 times the meeting fee for each committee meeting to reflect the work and preparation required as chair for such meetings.

 
(2)
Effective November 1, 2011, if Directors are unable to attend meetings, they have the option of attending via teleconference.  Directors attending meetings via teleconference will receive 50% of the meeting fee.

Directors who are otherwise employees of the Company do not receive any additional compensation for their service on the Board or any of its committees.