Outside Director Compensation Package for Board Members

Summary

This agreement outlines the compensation for outside directors of the company. Outside directors receive a base annual cash payment of $35,000, with additional payments for serving as committee chairmen or members. Compensation is paid quarterly and is subject to applicable withholdings. Directors elected mid-year receive a pro-rated amount. In addition to cash, outside directors receive stock options: 50,000 shares upon election and 25,000 shares annually, both subject to standard terms and vesting. The agreement ensures clear terms for director compensation and equity incentives.

EX-10.21 2 c00007exv10w21.htm OUTSIDE DIRECTOR COMPENSATION PACKAGE exv10w21

Exhibit 10.21

Outside Director Compensation Package

Cash Compensation

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All Outside Directors Base Compensation: $35,000 per year, payable quarterly, subject to any applicable local, state or federal withholdings.

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Audit Committee Chairman: $20,000 per year, payable quarterly, subject to any applicable local, state or federal withholdings. This amount is in addition to the Base Compensation.

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All Other Committee Chairmen: $10,000 per year for each committee, payable quarterly, subject to any applicable local, state or federal withholdings. This amount is in addition to the Base Compensation.

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Audit Committee Members (other than Chairmen): $10,000 per year, payable quarterly, subject to any applicable local, state or federal withholdings. This amount is in addition to the Base Compensation.

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All Other Committee Members (other than Chairmen): $5,000 per year for each committee, payable quarterly, subject to any applicable local, state or federal withholdings. This amount is in addition to the Base Compensation.

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Partial Years: Directors who are elected other than at the beginning of a calendar year shall be entitled to a pro-rata portion of the applicable cash compensation calculated based on the number months remaining in the year.

Stock Based Compensation

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Initial Grant upon Election: Option grant of 50,000 shares with a strike price equal to the market value on the date of grant subject to the standard terms and conditions of employee option grants, including vesting provisions.

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Annual Grant: Option grant of 25,000 shares with a strike price equal to the market value on the date of grant subject to the standard terms and conditions of employee option grants, including vesting provisions. Grant will be made on the anniversary date of the Outside Director’s election to the board of directors.