Non-Employee Directors Compensation Plan for Board and Committee Service
This agreement outlines the compensation plan for non-employee directors of the company. Directors receive annual cash payments and stock option grants for serving on the Board and its committees, with specific amounts and vesting periods depending on their roles. Cash is paid quarterly in advance, and stock options are granted upon appointment or re-election. New non-employee directors also receive a welcome grant of stock options that vest over four years.
Exhibit 10.19
Non-Employee Directors Compensation Plan
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| Annual |
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| Annual |
| Stock Option Grants(2) |
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| Cash |
| No. of |
| Vesting |
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| Compensation(1) |
| Shares |
| Period |
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| Chairperson: |
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| Board of Directors |
| $ | 30,000 |
| 8,000 |
| 4 year |
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| Audit Committee |
| $ | 10,000 |
| 5,000 |
| 4 year |
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| Compensation Committee |
| $ | 3,000 |
| 2,000 |
| 4 year |
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| Governance Committee |
| $ | 3,000 |
| 2,000 |
| 4 year |
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| Annual Retainer |
| $ | 15,000 |
| 8,000 |
| Immediate |
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| Committee Membership: |
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| Audit |
| $ | 10,000 |
| 5,000 |
| 4 year |
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| Compensation |
| $ | 3,000 |
| 2,000 |
| 4 year |
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| Governance |
| $ | 3,000 |
| 2,000 |
| 4 year |
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(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.
