Non-EmployeeDirectors Compensation Plan
Exhibit 10.19
Non-Employee Directors Compensation Plan
|
|
|
|
| Annual |
| |||
|
|
| Annual |
| Stock Option Grants(2) |
| |||
|
|
| Cash |
| No. of |
| Vesting |
| |
|
|
| Compensation(1) |
| Shares |
| Period |
| |
| Chairperson: |
|
|
|
|
|
|
| |
| Board of Directors |
| $ | 30,000 |
| 8,000 |
| 4 year |
|
| Audit Committee |
| $ | 10,000 |
| 5,000 |
| 4 year |
|
| Compensation Committee |
| $ | 3,000 |
| 2,000 |
| 4 year |
|
| Governance Committee |
| $ | 3,000 |
| 2,000 |
| 4 year |
|
|
|
|
|
|
|
|
|
| |
| Annual Retainer |
| $ | 15,000 |
| 8,000 |
| Immediate |
|
|
|
|
|
|
|
|
|
| |
| Committee Membership: |
|
|
|
|
|
|
| |
| Audit |
| $ | 10,000 |
| 5,000 |
| 4 year |
|
| Compensation |
| $ | 3,000 |
| 2,000 |
| 4 year |
|
| Governance |
| $ | 3,000 |
| 2,000 |
| 4 year |
|
(1) Cash compensation to be paid quarterly, in advance installments, due prior to the beginning of the first day of the fiscal year.
(2) Stock option grants to be issued as of the day of appointment, election or re-election to the Company’s Board of Directors and committees, or as soon thereafter as practical.
In addition to the foregoing, new non-employee directors receive “welcome grants” of 32,000 shares that vest equally over 4 years.
