Exhibit No
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 |
