USASF Independent Directors Compensation Policy Effective March 1, 2013

Summary

This policy outlines the compensation for independent directors of USASF, effective March 1, 2013. Independent directors receive an annual fee of $35,000, with reimbursement for reasonable travel expenses to attend board and committee meetings, subject to approval. Compensation may be paid in cash or equity at USASF's discretion and is prorated based on months served during the fiscal year. Fees are paid within fifteen days after the fiscal year ends. The policy will be reviewed periodically to ensure competitiveness with similar companies.

EX-10.1 2 ex10_1.htm EXHIBIT 10.1 ex10_1.htm

Exhibit 10.1

Independent Directors Compensation Policy

Effective: March 1, 2013

ANNUAL FEES

$35,000

TRAVEL EXPENSES

Upon approval by USASF, an independent director as defined under NASDAQ Marketplace Rule 5405(a)(2) (“Independent Director”) will receive reimbursement for reasonable travel expenses incurred to attend Board and committee meetings.

COMPENSATION METHOD

At the discretion of USASF, Independent Directors will be compensated either in cash or equity. The Independent Directors’ compensation will be prorated based on the number of months that the director serves or served on the board during any fiscal year.

PAYMENT OF FEES

Fees will be paid to each Independent Director no later than fifteen (15) days after the end of each fiscal year.

Note: USASF will review the Board of Directors Compensation Policy periodically to ensure we are aligned with other companies comparable to our size and market cap.