1. | Compensation for service on the Board: |
• | $65,000 per annum cash compensation |
• | Annual grant of 8,000 shares of restricted stock (vesting on the day immediately prior the next following annual shareholders meeting after the date of grant); grant is made immediately following each annual shareholders meeting |
• | New directors receive a one-time grant of 30,000 stock options upon joining the Board. |
2. | Additional Compensation for Chairman of the Board: |
• | Additional cash compensation of $65,000 per annum |
• | Annual grant of 20,000 stock options per annum, with the option grant made immediately following the annual shareholders meeting |
3. | Additional Cash Compensation for service on Committees of the Board: |
• | $12,000 per annum for serving as Chairman of Compensation, Finance or Governance Committee |
• | $20,000 per annum for serving as Chairman of Audit Committee |
• | $10,000 for other members of the Audit Committee |
• | Fees as determined by the Board for service on special committees that may be established from time to time and other assignments, as required |
4. | Miscellaneous |
• | Stock Ownership Guidelines: Non-Management Directors are expected to hold four times (4x) their annual cash retainer and the committee fees paid by the company, to be obtained within five years from April 2011. |
• | Indemnification Agreement |
5. | Per Meeting Fees: |
• | No per meeting fees |