Fiscal Year 2012 Director Compensation Program
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Summary
This document outlines the compensation program for directors of the company for fiscal year 2012. Directors receive a $40,000 annual cash retainer, with no meeting fees. They are also granted 12,500 stock options and 8,333 restricted stock units each year, which fully vest after one year or immediately before a change of control. Additional cash retainers are provided for committee chairs and members, with specific amounts for Audit, Compensation, and Nominating/Governance committees. The agreement sets out the structure and terms of director compensation for the year.
EX-10.1 2 ex10_1.htm EXHIBIT 10.1 ex10_1.htm
Exhibit 10.1
Fiscal Year 2012 Director Compensation
| Compensation Element | Compensation | |
| General Board Service – Cash | } Board cash retainer: $40,000 } Meeting fees: none | |
| General Board Service – Equity | } Annual equity grants: 12,500 option shares and 8,333 restricted stock units | |
| ● Vest 100% after 1 year ● Vest 100% prior to a change of control | ||
| Committee Chair Service | } Annual cash retainer: | |
| ● Audit: $16,500 ● Compensation: $9,000 ● Nom/Gov: $5,000 | ||
| } Meeting fees: none | ||
| Committee Member Service | } Annual cash retainer: | |
| ● Audit: $6,000 ● Compensation: $5,000 ● Nom/Gov: none | ||
| } Meeting fees: none | ||
