NON-EXECUTIVE DIRECTOR COMPENSATION PROGRAM

Contract Categories: Human Resources - Compensation Agreements
EX-10.3 4 dex103.htm NON-EXECUTIVE DIRECTOR COMPENSATION PROGRAM EFFECTIVE JULY 1, 2008 Non-Executive Director Compensation Program effective July 1, 2008

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