Cash Compensation Clause Example with 10 Variations from Business Contracts
This page contains Cash Compensation clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Cash Compensation. Each Outside Director will be paid an annual cash retainer of $35,000. There are no per-meeting attendance fees for attending Board meetings or meetings of any committee of the Board. 2.2 Additional Annual Cash Retainers. As of the Effective Date, each Outside Director who serves as the Chair of the Board, or the chair or a member of a committee of the Board, will be eligible to earn additional annual fees as follows: Non-Executive Chair of the Board: $ 30,000 Lead Independent Director: $ 20,000... Audit Committee Chair: $ 15,000 Audit Committee Member: $ 7,500 Compensation Committee Chair: $ 10,000 Compensation Committee Member: $ 5,000 Nominating and Corporate Governance Committee Chair: $ 8,000 Nominating and Corporate Governance Committee Member: $ 4,000 For clarity, each Outside Director who serves as the chair of a committee will receive only the additional annual fee as the chair of the committee and not the additional annual fee as a member of such committee while serving as such chair, provided, that the Outside Director who serves as the Chair of the Board will receive the annual fee for services provided in such role as well as the annual fee as an Outside Director. 2.3 Payment Timing and Proration. Each annual cash retainer (a "Annual Cash Retainer") under this Policy will be paid quarterly in arrears on a prorated basis to each Outside Director who has served in the relevant capacity at any time during the immediately preceding fiscal quarter of the Company ("Fiscal Quarter"), and such payment will be made no later than thirty (30) days following the end of such immediately preceding Fiscal Quarter. For clarity, an Outside Director who has served as an Outside Director, as a member of an applicable committee (or chair thereof) during only a portion of the relevant Fiscal Quarter will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), calculated based on the number of days during such Fiscal Quarter such Outside Director has served in the relevant capacities. For clarity, an Outside Director who has served as an Outside Director or as a member of an applicable committee (or chair thereof) from the Effective Date through the end of the Fiscal Quarter containing the Effective Date (the "Initial Period"), as applicable, will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), calculated based on the number of days during the Initial Period that such Outside Director has served in the relevant capacities.View More
Variations of a "Cash Compensation" Clause from Business Contracts
Cash Compensation. Annual Cash Retainer Each Outside Director will be paid an annual cash retainer of $35,000. $30,000. There are no per-meeting attendance fees for attending Board meetings or meetings of any committee of the Board. 2.2 Additional meetings. This cash compensation will be paid quarterly in arrears on a prorated basis. Committee Annual Cash Retainers. As Retainer Effective as of the Effective Date, each Outside Director who serves as the Chair chair of the Board, the lead Outside Director, or the ch...air or a member of a committee of the Board, as applicable, listed below will be eligible to earn additional annual cash fees (paid quarterly in arrears on a prorated basis) as follows: Non-Executive Chair of the Board: Board $ 30,000 20,000 Lead Independent Director: Director $ 15,000 Chair of Audit Committee: $ 20,000 Member of Audit Committee Chair: Committee: $ 15,000 Audit Committee Member: 10,000 Chair of Compensation Committee: $ 12,000 Member of Compensation Committee: $ 6,000 Chair of Nominating Committee: $ 7,500 Compensation Committee Chair: Member of Nominating Committee: $ 10,000 Compensation Committee Member: $ 5,000 Nominating and Corporate Governance Committee Chair: $ 8,000 Nominating and Corporate Governance Committee Member: $ 4,000 3,750 For clarity, each Outside Director who serves as the chair of a committee will shall receive only the additional annual cash fee as the chair of the committee committee, and not the additional annual cash fee as a member of such committee while serving as such chair, provided, that the Outside Director who serves as the Chair of the Board will receive the annual fee for services provided in such role as well as the annual fee as an Outside Director. 2.3 Payment Timing and Proration. Each annual cash retainer (a "Annual Cash Retainer") under this Policy will be paid quarterly in arrears on a prorated basis to each Outside Director who has served in the relevant capacity at any time during the immediately preceding fiscal quarter of the Company ("Fiscal Quarter"), and such payment will be made no later than thirty (30) days following the end of such immediately preceding Fiscal Quarter. For clarity, an Outside Director who has served as an Outside Director, as a member of an applicable committee (or chair thereof) during only a portion of the relevant Fiscal Quarter will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), calculated based on the number of days during such Fiscal Quarter such Outside Director has served in the relevant capacities. For clarity, an Outside Director who has served as an Outside Director or as a member of an applicable committee (or chair thereof) from the Effective Date through the end of the Fiscal Quarter containing the Effective Date (the "Initial Period"), as applicable, will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), calculated based on the number of days during the Initial Period that such Outside Director has served in the relevant capacities. committee. View More
Cash Compensation. Annual Cash Retainer Each Outside Director will be paid an annual cash retainer of $35,000. $30,000. There are no per-meeting attendance fees for attending Board meetings or meetings of any committee of the Board. 2.2 Additional meetings. This cash compensation will be paid quarterly in arrears on a prorated basis. Committee Annual Cash Retainers. As Retainer Effective as of the Effective Date, each Outside Director who serves as the Chair chair of the Board, the lead Outside Director, or the ch...air or a member of a committee of the Board, as applicable, listed below will be eligible to earn additional annual cash fees (paid quarterly in arrears on a prorated basis) as follows: Non-Executive Chair of the Board: Board $ 30,000 20,000 Lead Independent Director: Director $ 15,000 Chair of Audit Committee: $ 20,000 Member of Audit Committee Chair: Committee: $ 15,000 Audit Committee Member: 10,000 Chair of Compensation Committee: $ 12,000 Member of Compensation Committee: $ 6,000 Chair of Nominating Committee: $ 7,500 Compensation Committee Chair: Member of Nominating Committee: $ 10,000 Compensation Committee Member: $ 5,000 Nominating and Corporate Governance Committee Chair: $ 8,000 Nominating and Corporate Governance Committee Member: $ 4,000 3,750 For clarity, each Outside Director who serves as the chair of a committee will shall receive only the additional annual cash fee as the chair of the committee committee, and not the additional annual cash fee as a member of such the committee. Election to Receive Cash Retainers in Restricted Stock Units Each Outside Director may elect to receive his or her cash retainers in the form of fully vested restricted stock units. An electing Outside Director will be granted a quarterly fully-vested restricted stock unit award (the "Quarterly Retainer Award") having a Value (as defined below) equal to the quarterly portion of the annual cash retainer and/or any committee while serving as such chair, provided, annual cash retainer that the Outside Director who serves as would have received absent an election, rounded down to the Chair nearest whole share. For each electing Outside Director, the Quarterly Retainer Award will automatically be granted quarterly following each applicable fiscal quarter on the first trading day on or after each of March 15, June 15, September 15 and December 15. The Company will solicit elections in an open window for insider trading purposes. An election shall auto-renew unless the Board will receive the annual fee for services provided in such role as well as the annual fee as an Outside Director. 2.3 Payment Timing and Proration. Each annual cash retainer (a "Annual Cash Retainer") under this Policy will be paid quarterly in arrears on a prorated basis to each Outside Director who has served revokes the election. Each election must remain in the relevant capacity at any time during the immediately preceding place for a minimum of a full fiscal quarter of the Company ("Fiscal Quarter"), and such payment will be made no later than thirty (30) days following the end of such immediately preceding Fiscal Quarter. For clarity, an Outside Director who has served as an Outside Director, as a member of an applicable committee (or chair thereof) during only a portion of the relevant Fiscal Quarter will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), calculated based on the number of days during such Fiscal Quarter such Outside Director has served in the relevant capacities. For clarity, an Outside Director who has served as an Outside Director or as a member of an applicable committee (or chair thereof) from the Effective Date through the end of the Fiscal Quarter containing the Effective Date (the "Initial Period"), as applicable, will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), calculated based on the number of days during the Initial Period that such Outside Director has served in the relevant capacities. year. View More
Cash Compensation. Each 2.1 Board Member Annual Cash Retainer. Following the Effective Date, each Outside Director will be paid an annual cash retainer of $35,000. $90,000 for service on the Board. There are no additional retainers for service as a member (or chair) of a committee of the Board, as Chairperson of the Board, or as Lead Director and no per-meeting attendance fees for attending Board meetings or meetings of any committee of the Board. 2.2 Additional Annual Cash Retainers. As of the Effective Date, eac...h Outside Director who serves as the Chair of the Board, or the chair or a member of a committee of the Board, will be eligible to earn additional annual fees as follows: Non-Executive Chair of the Board: $ 30,000 Lead Independent Director: $ 20,000 Audit Committee Chair: $ 15,000 Audit Committee Member: $ 7,500 Compensation Committee Chair: $ 10,000 Compensation Committee Member: $ 5,000 Nominating and Corporate Governance Committee Chair: $ 8,000 Nominating and Corporate Governance Committee Member: $ 4,000 For clarity, each Outside Director who serves as the chair of a committee will receive only the additional annual fee as the chair of the committee and not the additional annual fee as a member of such committee while serving as such chair, provided, that the Outside Director who serves as the Chair of the Board will receive the annual fee for services provided in such role as well as the annual fee as an Outside Director. 2.3 Payment Timing and Proration. Each annual cash retainer (a "Annual Cash Retainer") under this Policy will be paid quarterly in arrears on a prorated basis to each Outside Director individual who has served in the relevant capacity as an Outside Director at any time during the immediately preceding fiscal quarter of the Company ("Fiscal Quarter"), and such payment will be made no later than thirty (30) 30 days following the end of such immediately preceding Fiscal Quarter. For clarity, an Outside Director individual who has served as an Outside Director, as a member of an applicable committee (or chair thereof) Director during only a portion of the relevant Fiscal Quarter will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), annual cash retainer, calculated based on the number of days during such Fiscal Quarter such Outside Director individual has served in the relevant capacities. as an Outside Director. For clarity, an Outside Director individual who has served as an Outside Director or as a member of an applicable committee (or chair thereof) from the Effective Date through the end of the Fiscal Quarter containing the Effective Date (the "Initial Period"), as applicable, Period") will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), annual cash retainer, calculated based on the number of days during the Initial Period that such Outside Director individual has served in the relevant capacities. as an Outside Director. View More
Cash Compensation. Annual Cash Retainer Each Outside Director will be paid an annual cash retainer of $35,000. $50,000. There are no per-meeting attendance fees for attending Board meetings or meetings of any committee of the Board. 2.2 Additional meetings. Committee Annual Cash Retainers. As Retainer Effective as of the Effective Date, each Outside Director who serves as the Chair chair of the Board, the lead Outside Director, or the chair or a member of a committee of the Board, Board listed below will be eligib...le to earn additional annual cash fees as follows: Non-Executive Chair of the Board: $ 30,000 60,000 Lead Independent Director: $ 20,000 Chair of Audit Committee Chair: Committee: $ 15,000 25,000 Member of Audit Committee Member: $ 7,500 Compensation Committee Chair: Committee: $ 10,000 Chair of Compensation Committee Member: Committee: $ 20,000 Member of Compensation Committee: $ 10,000 Chair of Nominating Committee: $ 10,000 Member of Nominating Committee: $ 5,000 Nominating and Corporate Governance Committee Chair: $ 8,000 Nominating and Corporate Governance Committee Member: $ 4,000 For clarity, each Outside Director who serves as the chair of a committee will receive only the additional annual cash fee as the chair of the committee committee, and not the additional annual cash fee as a member of such committee while serving as such chair, provided, that the Outside Director who serves as the Chair of the Board will receive the annual fee for services provided in such role as well as the annual fee as an Outside Director. 2.3 committee. Payment Timing and Proration. Each annual cash retainer (a "Annual Cash Retainer") under this Policy will be paid quarterly in arrears on a prorated basis to each Outside Director who has served in the relevant capacity at any time point during the immediately preceding fiscal quarter of the Company ("Fiscal Quarter"), quarter, and such payment will shall be made on the last business day of such fiscal quarter (or as soon thereafter as practical, but in no event later than thirty (30) 30 days following the end of such immediately preceding Fiscal Quarter. fiscal quarter). For clarity, purposes of clarification, an Outside Director who has served as an Outside Director, Director and/or as a member of an applicable committee (or chair thereof) during only a portion of the relevant Fiscal Quarter Company fiscal quarter will receive a prorated pro-rated payment of the quarterly installment payment of the applicable Annual Cash Retainer(s), annual cash retainer(s), calculated based on the number of days during such Fiscal Quarter fiscal quarter such Outside Director has served in the relevant capacities. For clarity, an Outside Director who has served as an Outside Director or as a member of an applicable committee (or chair thereof) from the Effective Date through the end of the Fiscal Quarter containing the Effective Date (the "Initial Period"), as applicable, will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), calculated based on the number of days during the Initial Period that such Outside Director has served in the relevant capacities.View More
Cash Compensation. Annual Cash Retainer Each Outside Director will be paid an annual cash retainer of $35,000. $30,000. There are no per-meeting attendance fees for attending Board meetings or meetings of any committee of the Board. 2.2 Additional meetings. Committee Annual Cash Retainers. As Retainer Effective as of the Effective Date, each Outside Director who serves as the Chair chair of the Board, or the chair or a member of a committee of the Board, Board listed below will be eligible to earn additional annua...l fees cash retainers as follows: Non-Executive Chair of the Board: $ 30,000 20,000 Lead Independent Director: $ 15,000 Chair of Audit Committee: $ 20,000 Member of Audit Committee Chair: Committee: $ 10,000 Chair of Compensation Committee: $ 15,000 Audit Committee Member: Member of Compensation Committee: $ 7,500 Compensation Committee Chair: $ 10,000 Compensation Committee Member: $ 5,000 Chair of Nominating and Corporate Governance Committee Chair: Committee: $ 8,000 Member of Nominating and Corporate Governance Committee Member: Committee: $ 4,000 For clarity, each Outside Director who serves as the chair of a committee will receive only the additional annual fee cash retainer as the chair of the committee committee, and not the additional annual fee cash retainer as a member of such committee while serving as such chair, provided, that the Outside Director who serves as the Chair of the Board will receive the annual fee for services provided in such role as well as the annual fee as an Outside Director. 2.3 committee. Payment Timing and Proration. Each annual cash retainer (a payable under this Policy for service on the Board, chair of the Board, or the chair or a member of a committee of the Board (an "Annual Cash Retainer") under this Policy will be paid quarterly in arrears on a prorated basis to each Outside Director who has served in the relevant capacity at any time point during the immediately preceding fiscal quarter of the Company ("Fiscal Quarter"), quarter, and such payment will be made on the last business day of such fiscal quarter (or as soon thereafter as practical, but in no event later than thirty (30) 30 days following the end of such immediately preceding Fiscal Quarter. fiscal quarter). For clarity, purposes of clarification, an Outside Director who has served as an Outside Director, Director and/or as a member of an applicable committee (or chair thereof) during only a portion of the relevant Fiscal Quarter Company fiscal quarter will receive a prorated pro-rated payment of the quarterly installment payment of the applicable Annual Cash Retainer(s), annual cash retainer(s), calculated based on the number of days during such Fiscal Quarter fiscal quarter such Outside Director has served in the relevant capacities. For clarity, an Outside Director who has served as an Outside Director or as a member of an applicable committee (or chair thereof) from the Effective Date through the end of the Fiscal Quarter containing the Effective Date (the "Initial Period"), as applicable, will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), calculated based on the number of days during the Initial Period that such Outside Director has served in the relevant capacities.View More
Cash Compensation. Annual Cash Retainer Each Outside Director will be paid an annual cash retainer of $35,000. There are no per-meeting attendance fees for attending Board meetings or meetings of any committee of the Board. 2.2 Additional meetings. Committee Annual Cash Retainers. As Retainer Effective as of the Effective Date, each Outside Director who serves as the Chair chair of the Board, or the chair or a member of a committee of the Board, Board listed below will be eligible to earn additional annual fees ca...sh retainers as follows: Non-Executive Chair of the Board: $ 30,000 Lead Board Chair/Lead Independent Director: $ 20,000 $25,000 Audit Committee Chair: $ 15,000 $35,000 Audit Committee Member: $ 7,500 $10,000 Compensation Committee Chair: $ 10,000 $15,000 Compensation Committee Member: $ 5,000 $7,500 Nominating and Corporate Governance Committee Chair: $ 8,000 $10,000 Nominating and Corporate Governance Committee Member: $ 4,000 $5,000 For clarity, each Outside Director who serves as the chair of a committee will receive only the additional annual fee cash retainer as the chair of the committee committee, and not the additional annual fee cash retainer as a member of such committee while serving as such chair, provided, that the Outside Director who serves as the Chair of the Board will receive the annual fee for services provided in such role as well as the annual fee as an Outside Director. 2.3 Payment Timing and Proration. committee. Each annual cash retainer (a payable under this Policy for service on the Board, chair of the Board, or the chair or a member of a committee of the Board (an "Annual Cash Retainer") under this Policy will be paid quarterly in arrears on a prorated basis to each Outside Director who has served in the relevant capacity at any time point during the immediately preceding fiscal quarter of the Company ("Fiscal Quarter"), quarter, and such payment will be made on the last business day of such fiscal quarter (or as soon thereafter as practical, but in no event later than thirty (30) 30 days following the end of such immediately preceding Fiscal Quarter. fiscal quarter). For clarity, purposes of clarification, an Outside Director who has served as an Outside Director, Director and/or as a member of an applicable committee (or chair thereof) during only a portion of the relevant Fiscal Quarter Company fiscal quarter will receive a prorated pro-rated payment of the quarterly installment payment of the applicable Annual Cash Retainer(s), annual cash retainer(s), calculated based on the number of days during such Fiscal Quarter fiscal quarter such Outside Director has served in the relevant capacities. For clarity, an Outside Director who has served as an Outside Director or as a member of an applicable committee (or chair thereof) from the Effective Date through the end of the Fiscal Quarter containing the Effective Date (the "Initial Period"), as applicable, will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), calculated based on the number of days during the Initial Period that such Outside Director has served in the relevant capacities.View More
Cash Compensation. Each 2.1 Board Member Annual Cash Retainer. Following the Effective Date, each Outside Director will be paid an annual cash retainer of $35,000. $30,000 (the "Annual Retainer"). There are no per-meeting attendance fees for attending Board meetings or meetings of any committee of the Board. 2.2 Additional Annual Cash Retainers. As of Following the Effective Date, each Outside Director who serves as the Chair Chairperson of the Board, Board or Lead Director, or the chair or a member of a committee... of the Board, will be eligible to earn additional annual fees as follows: Non-Executive Chair fee of the Board: $ 30,000 Lead Independent Director: $ 20,000 Audit Committee Chair: $ 15,000 Audit Committee Member: $ 7,500 Compensation Committee Chair: $ 10,000 Compensation Committee Member: $ 5,000 Nominating and Corporate Governance Committee Chair: $ 8,000 Nominating and Corporate Governance Committee Member: $ 4,000 $15,000 (the "Additional Retainer"). For clarity, each Outside Director who serves as the Chairperson or Lead Director or as a chair or member of a committee one or more committees will receive only the one additional annual fee as the chair regardless of the committee and not the additional annual fee as a member number of such committee while serving as such chair, provided, that the Outside Director who serves as the Chair of the Board will receive the annual fee for services provided in such role as well as the annual fee as an Outside Director. positions served. 2.3 Payment Timing and Proration. Each annual cash retainer (a "Annual Cash Retainer") under this Policy will be paid quarterly in arrears on a prorated basis to each Outside Director who has served in the relevant capacity at any time during the immediately preceding fiscal quarter of the Company ("Fiscal Quarter"), and such payment will be made no later than thirty (30) days following the end of such immediately preceding Fiscal Quarter. For clarity, an Outside Director who has served as an Outside Director, as a member of an applicable committee (or chair thereof) thereof), or as Chairperson of the Board or Lead Director during only a portion of the relevant Fiscal Quarter will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), annual cash retainer(s), calculated based on the number of days during such Fiscal Quarter such Outside Director has served in the relevant capacities. For clarity, an Outside Director who has served as an Outside Director or Director, as a member of an applicable committee (or chair thereof) thereof), or as Chairperson of the Board or Lead Director from the Effective Date through the end of the Fiscal Quarter containing the Effective Date (the "Initial Period"), as applicable, will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), annual cash retainer(s), calculated based on the number of days during the Initial Period that such Outside Director has served in the relevant capacities. View More
Cash Compensation. Each On and following the Effective Date, each Outside Director will be paid an annual cash retainer of $35,000. $40,000. There are no per-meeting per meeting attendance fees for attending Board meetings or meetings of any committee of the Board. 2.2 Additional Annual Cash Retainers. As of On and following the Effective Restatement Date, each Outside Director who serves as the Chair of the Board, Lead Independent Director, or the chair or a member of a committee of the Board, will be eligible to... earn additional annual fees as follows: Non-Executive Chair of the Board: $ 30,000 Lead Independent Director: $ 20,000 Audit Director:$25,000Audit Committee Chair: $ 15,000 Audit Chair:$20,000Audit Committee Member: $ 7,500 Member:$10,000Talent and Compensation Committee Chair: $ 10,000 Chair:$15,000Talent and Compensation Committee Member: $ 5,000 Member:$7,500Corporate Governance and Nominating Committee Chair:$10,000Corporate Governance and Corporate Governance Nominating Committee Chair: $ 8,000 Nominating Member:$5,000Science and Corporate Governance Technology Committee Member: $ 4,000 For Chair:$10,000Science and Technology Committee Member:$5,000For clarity, each Outside Director who serves as the chair of a committee will receive only the additional annual fee as the chair of the committee and not the additional annual fee as a member of such committee while serving as such chair, provided, that the Outside Director who serves as the Chair of the Board Lead Independent Director will receive the annual fee for services provided in such role as well as the annual fee as an Outside Director. 2.3 Payment Timing and Proration. Each annual cash retainer (a "Annual Cash Retainer") under this Policy will be paid quarterly in arrears on a prorated basis to each Outside Director who has served in the relevant capacity at any time during the immediately preceding fiscal quarter of the Company ("Fiscal Quarter"), and such payment will be made no later than thirty (30) days following the end of such immediately preceding Fiscal Quarter. For clarity, an Outside Director who has served as an Outside Director, as a member of an applicable committee (or chair thereof) thereof), or as Lead Independent Director during only a portion of the relevant Fiscal Quarter will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), annual cash retainer(s), calculated based on the number of days during such Fiscal Quarter such Outside Director has served in the relevant capacities. For clarity, an Outside Director who has served as an Outside Director or as a member of an applicable committee (or chair thereof) from the Effective Date through the end of the Fiscal Quarter containing the Effective Date (the "Initial Period"), as applicable, will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), calculated based on the number of days during the Initial Period that such Outside Director has served in the relevant capacities.View More
Cash Compensation. a. Annual Cash Retainers for Service as Outside Director. Each Outside Director will be paid an annual a cash retainer of $35,000. $35,000 per year. There are no per-meeting attendance fees for attending Board meetings or meetings of any committee of the Board. 2.2 b. Additional Annual Cash Retainers. Retainers for Service as Lead Independent Director, Committee Chair, and Committee Member. As of the Effective Date, each Outside Director who serves as the Chair of the Board, Lead Independent Dir...ector, or the chair or a member of a committee of the Board, Board will be eligible to earn additional annual fees as follows: Non-Executive Chair of the Board: $ 30,000 Lead Independent Director: $ 20,000 15,000 Audit Committee Chair: $ 15,000 20,000 Member of Audit Committee Member: Committee: $ 7,500 10,000 Compensation Committee Chair: $ 10,000 14,000 Member of Compensation Committee Member: Committee: $ 5,000 7,000 Nominating and Corporate Governance Committee Chair: $ 8,000 Member of Nominating and Corporate Governance Committee Member: Committee: $ 4,000 For clarity, each Outside Director who serves as the chair of a committee will receive only the additional annual fee as the chair of the committee and not the additional annual fee as a member of such committee while serving as such chair, provided, provided that the Outside Director who serves as the Chair of the Board Lead Independent Director will receive the annual fee for services provided in such role as well as the annual fee as an Outside Director and the additional annual fee as the Lead Independent Director. 2.3 Payment Timing and Proration. c. Payments. Each annual cash retainer (a "Annual Cash Retainer") under this Policy will be paid quarterly in arrears on a prorated basis to each Outside Director who has served in the relevant capacity at any time point during the immediately preceding fiscal quarter of the Company ("Fiscal Quarter"), and such payment will be made no later than thirty (30) 30 days following the end of such immediately preceding Fiscal Quarter. For purposes of clarity, an Outside Director who has served as an Outside Director, as a member of an applicable committee (or chair thereof) during only a portion of the relevant Fiscal Quarter will receive a prorated payment of the quarterly installment payment of the applicable Annual Cash Retainer(s), annual cash retainer(s), calculated based on the number of days during such Fiscal Quarter such Outside Director has served in the relevant capacities. For purposes of clarity, an Outside Director who has served as an Outside Director or Director, as a member of an applicable committee (or chair thereof) thereof), as applicable, from the Effective Date through the end of the Fiscal Quarter containing the Effective Date (the "Initial Period"), as applicable, Period") will receive a prorated payment of the quarterly installment payment of the applicable Annual Cash Retainer(s), annual cash retainer(s), calculated based on the number of days during the Initial Period that such Outside Director has served in the relevant capacities. View More
Cash Compensation. Each 2.1. Board Member Annual Cash Retainer. Beginning with the Effective Date, each Outside Director will be paid an annual cash retainer of $35,000. $55,000. There are no per-meeting attendance fees for attending Board meetings or meetings of any committee of the Board. 2.2 2.2. Additional Annual Cash Retainers. As of Beginning with the Effective Date, each Outside Director who serves as the Board Chair of the Board, or the chair or a member of a committee of the Board, Board will be eligible ...to earn additional annual fees as follows: Non-Executive Chair of the Board: Board Chair: $ 30,000 Lead Independent Director: $ 20,000 100,000 Audit Committee Chair: $ 15,000 25,000 Audit Committee Member: $ 7,500 12,500 Compensation Committee Chair: $ 10,000 20,000 Compensation Committee Member: $ 5,000 10,000 Nominating and Corporate Governance Committee Chair: $ 8,000 15,000 Nominating and Corporate Governance Committee Member: $ 4,000 7,500 For clarity, each Outside Director who serves as the chair of a committee will receive only the additional annual fee as the chair of the committee and not the additional annual fee as a member of such committee while serving as such chair, provided, that the Outside Director who serves as the Board Chair of the Board will receive the annual fee for services provided in such role as well as the annual fee as an Outside Director. 2.3 2.3. Payment Timing and Proration. Each annual cash retainer (a "Annual Cash Retainer") under this Policy will be paid quarterly in arrears on a prorated basis to each Outside Director who has served in the relevant capacity at any time during the immediately preceding fiscal quarter of the Company ("Fiscal Quarter"), and such payment will be made no later than thirty (30) days the last day of the first month following the end of such immediately preceding Fiscal Quarter. For clarity, an Outside Director who has served as an Outside Director, as a member of an applicable committee (or chair thereof) thereof), or as Board Chair during only a portion of the relevant Fiscal Quarter will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), annual cash retainer(s), calculated based on the number of days during such Fiscal Quarter such Outside Director has served in the relevant capacities. For clarity, an Outside Director who has served as an Outside Director or Director, as a member of an applicable committee (or chair thereof) thereof), or Board Chair from the Effective Date through the end of the Fiscal Quarter containing the Effective Date (the "Initial Period"), as applicable, will receive a prorated payment of the quarterly installment of the applicable Annual Cash Retainer(s), annual cash retainer(s), calculated based on the number of days during the Initial Period that such Outside Director has served in the relevant capacities. 2.4. No Cash Compensation to Certain Directors. Notwithstanding the foregoing provisions of this Section 2, no Outside Director who also is an Non-Compensated Director (as defined below) will be provided any cash compensation pursuant to this Section 2. In addition, an Outside Director will not receive any cash compensation pursuant to this Section 2 while serving in the role of executive chair of the Board. View More
