Non-Executive Director Compensation Program Effective July 1, 2008
This agreement outlines the compensation program for non-executive directors of the company, effective July 1, 2008. It details annual cash retainers, meeting fees, and additional compensation for committee roles. Directors also receive stock options and restricted shares, with specific vesting schedules and provisions for changes in company control. The program sets clear terms for how and when directors are compensated for their service and participation in board and committee activities.
EXHIBIT 10.3
NON-EXECUTIVE DIRECTOR COMPENSATION PROGRAM
| Cash Compensation | |||
| Annual Retainer Fees | |||
| • Base annual retainer for all non-executive directors | $ | 50,000 | |
| • Additional retainers: | |||
| Ø Lead Director and Audit Committee Chair | $ | 25,000 | |
| Ø Other Audit Committee members | $ | 5,000 | |
| Ø Compensation Committee and Nominating and Governance Committee Chairs | $ | 10,000 | |
| Ø Other Compensation Committee and Nominating Committee members | $ | -0- | |
| Board and Committee Meeting Fees | |||
| • Fees per in person Board meeting (in person or telephonic participation) | $ | 3,000 | |
| • Fees per in person Committee meeting (in person or telephonic participation): | |||
| Ø Audit Committee | |||
| • Chairperson | $ | 3,000 | |
| • Other member | $ | 2,000 | |
| Ø Compensation Committee | |||
| • Chairperson | $ | 2,500 | |
| • Other member | $ | 2,000 | |
| Ø Nominating and Governance Committee | |||
| • Chairperson | $ | 2,500 | |
| • Other member | $ | 2,000 | |
| • Fees per telephonic Audit Committee meetings to review quarterly and annual SEC filings | $ | 2,000 | |
| • All other telephonic Board and Committee meetings | $ | 1,000 | |
| • Special committees or sub-committees meetings | As determined by Board |
Equity Compensation
Upon Election to Board
| • | 90,000 non-qualified stock options |
| Ø | Four-year vesting (quarterly after first year) |
Annual Awards
| • | Granted on calendar year schedule |
| • | Must have served on the Board for the entire previous quarter to receive a grant |
| • | 30,000 non-qualified stock options (granted quarterly on the first day of each quarter) |
| Ø | Immediate vesting |
| • | 30,000 restricted shares (granted quarterly on the first day of each quarter) |
| Ø | Immediate vesting |
| • | Options will be adjusted as determined by the Board for any stock dividends, combinations, splits, recapitalizations and the like |
| • | All options granted vest and become exercisable as of the effective date of a Change of Control (as defined in the 2006 Incentive Plan) |
| • | All options have terms of 10 years from date of grant |
| • | Vested option exercise period after termination of service on Board to be increased from 1 to 2 years |
Effective July 1, 2008
