Tripath Imaging, Inc. Non-Management Director Compensation Package Effective January 1, 2006

Summary

Tripath Imaging, Inc. has established a compensation package for non-management directors who own less than 3% of the company's common stock. Effective January 1, 2006, these directors receive annual fees for serving as committee chairs and as lead independent director, as well as per-meeting fees and reimbursement for reasonable expenses. Compensation includes both cash payments and participation in the company's 1997 Director Stock Option Plan. The package was approved by the Compensation Committee on January 26, 2006.

EX-10.31 3 g99805exv10w31.htm EX-10.31 Ex-10.31  

 
Exhibit 10.31
 
TRIPATH IMAGING, INC.
 
DIRECTOR COMPENSATION
 
On January 26, 2006, the Compensation Committee approved a director compensation package for non-management directors who beneficially own less than 3% of the Company’s outstanding common stock, to be effective January 1, 2006. The chairs of the Company’s Compensation Committee and Nominating and Governance Committee will each receive an annual fee of $5,000, payable quarterly, for service as committee chair. The chair of the Company’s Audit Committee will receive an annual fee of $8,000, payable quarterly, for service as committee chair. The lead independent director of the Company will receive an annual fee of $25,000 for service as such. Non-management directors will each receive $18,000 per year for service as a director, payable quarterly, plus a per board meeting fee of $2,500 and a per committee meeting fee of $1,000, plus reimbursement of reasonable expenses incurred in connection with attending or otherwise participating in meetings of the directors and committees of the board.
 
Non-management directors who beneficially own less than 3% of the Company’s outstanding common stock receive compensation for their service on the board pursuant to the Company’s 1997 Director Stock Option Plan.