SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION
Effective July 1, 2012, except as otherwise disclosed by the Company, non-employee directors receive the following compensation for their service on the Board of Directors and committees of the Board of Directors:
Non-employee (“NE”) Director Annual Retainer
NE Director Board Meeting Attendance Fee (telephonic)
NE Director Committee Meeting Attendance Fee - live or telephonic
Chair of Board of Directors Annual Retainer
Chair of Audit Committee Annual Retainer
Chair of Compensation and Governance Committee Annual Retainer
Chair of Nominating Committee Annual Retainer
Each non-employee director receives an annual stock option grant of 50,000 shares of common stock, with an exercise price equal to the fair market value of the common stock on the date of grant and a term of ten years, or an equivalent grant of shares of restricted stock. Effective March 3, 2009, the Board adopted a new vesting schedule for option awards and restricted stock grants, with the grants to vest in full one year from the date of grant. Stock options awarded prior to March 3, 2009 vested over a period of 42 months, with 14.29% vesting on each 6-month anniversary of the grant date.
Non-employee directors are reimbursed for travel, meals and accommodation expenses incurred for attending any Board meetings.