Such DSUs will be fully vested as of the date of grant and will be paid in shares of the Company’s common stock on a one-for-one basis upon the termination of the director’s service on the Board (or, if earlier and as permitted under applicable tax law, upon the occurrence of a change in control event). Such DSU award will be granted on the last trading day of the calendar quarter for which the applicable Deferred Retainers would have otherwise been paid, and the number of DSUs covered by such award will be determined using the fair market value of the Company’s common stock (i.e., the closing A non-employee director may elect, in a form and in a manner prescribed by the Company, to receive all or a portion of their cash retainers (“ Deferred Retainers”) in the form of deferred stock units (“ DSUs”). The value of the first annual equity grant following a director’s initial election or appointment to the Board will be pro-rated based on such director’s length of service on the Board during the preceding 12-month period.Ĭ. Annual Grant : On the date of the Company’s annual meeting of shareholders during each fiscal year, (a) each non-employee director (other than the Board chair) will be awarded an equity grant having a value of $115,000, and (b) the Board chair will be awarded an equity grant having a value of $124,000, in either case (a) or (b), one-half of such award shall be in the form of Stock Options and the other half shall be in the form of RSUs. Initial Grant: Upon his or her initial election or appointment to the Board, each non-employee director will be awarded an equity grant having a value of $115,000, one-half of such award shall be in the form of a nonqualified stock option to purchase shares of the Company’s common stock (“ Stock Options”) and the other half shall be in the form of restricted stock units (“ RSUs”).Ģ. In addition to the cash compensation described above, each non-employee director will also receive the following equity grants:ġ. If, for any reason, a director does not serve an entire calendar quarter, the cash retainers will be pro-rated based on such director’s length of service during such calendar quarter.ī. The annual cash retainer shall be reduced by 25% if a non-employee director does not attend at least 75% of the total meetings of the Board and Board committees on which such director served during the applicable fiscal year. The cash retainers set forth above will become payable quarterly in arrears on the first trading day of each calendar quarter.
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