Director Compensation Policy for Board and Committee Service
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Summary
This document outlines the compensation policy for directors, including a $25,000 annual cash retainer, no board meeting fees, and equity grants of stock options. New directors receive an initial grant of 25,000 options, with annual grants of 6,000 options for ongoing service. Committee chairs and members receive additional annual retainers based on their roles. At least half of all cash fees must be taken as restricted stock, with the option to take all fees as stock. Vesting schedules and eligibility requirements are specified for equity awards.
EX-10.1 2 f15644exv10w1.htm EXHIBIT 10.1 exv10w1
EXHIBIT 10.1
Description of Director Compensation
| Compensation Element | Terms or Amounts | |
General Board Service — Cash | Ø Board retainer: $25,000 | |
| Ø Board meeting fees: none | ||
General Board Service — Equity | Ø Initial grant: 25,000 options | |
| Ø Annual grant: 6,000 options, granted at time of annual meeting provided director has had at least 6 months of prior service | ||
| Ø Existing directors receive one-time “true-up” grants to bring director to 25,000 share initial grant | ||
Equity Vesting | Ø Initial grant: Three-year vest; one third will vest on each anniversary | |
| Ø Annual grant: One-year vest after date of grant | ||
Committee Service | Ø Eliminate per meeting fees and replace with the following retainers: |
| Committee | Chair | Member | ||||||
Audit | $ | 25,000 | $ | 12,500 | ||||
Compensation | $ | 7,500 | $ | 3,750 | ||||
Nominating & Governance | $ | 5,000 | $ | 2,500 | ||||
Cash Fee Provisions | Ø All fees payable quarterly | |
| Ø Directors must receive at least 50% of cash fees in the form of restricted stock grants and may receive up to 100% in the form of restricted stock grants |
