Exhibit 10.8
SUMMARY OF DIRECTOR COMPENSATION
On September 29, 2010, upon recommendation of its Compensation Committee, the Board approved the following Director Compensation measures effective October 31, 2010:
| 1. | Base Cash Compensation |
| • | Each non-employee director will receive Base Cash Compensation of $70,000 annually beginning October 31, 2010. Payments will be made quarterly in arrears. | ||
| • | Each non-employee director shall have aone timeelection to convert all or any portion of the Base Cash Compensation for the next 3 years into an option vesting over 3 years (the “Option in Lieu of Cash”). Total Base Cash Compensation per non-employee director for the next 3 years (the first year being the 8 month period Oct 31, 2010 through June 30, 2011) is equal to approximately $186,667. |
| 2. | Additional Cash Compensation |
| • | Each non-employee director will also receive the following annual Additional Cash Compensation based upon his or her service on committees of the Board: |
| Chair (annual Additional Committee Cash Compensation) | ||
| -Audit - -Compensation - -Nominating/Governance | $24,000 $16,000 $10,000 | |
| Member (annual Additional Committee Cash Compensation) | ||
| -Audit - -Compensation - -Nominating/Governance | $12,000 $8,000 $5,000 | |
| • | Additional Cash Compensation cannot be converted into an option since committee memberships and chairmanship can change year to year. Payments will be paid quarterly in arrears. |
| 3. | Equity Award |
| • | In addition to any Option in Lieu of Cash, each director will receive an option vesting over 3 years (the “3 Year Equity Award”) calculated to be worth $150,000 per year for three years ($100,000 for Year One (8 months), $150,000 for Year Two, and $150,000 for Year Three), equal to a total option award equivalent to $400,000. | ||
| • | The number of options subject to each Option in Lieu of Cash, as well as each 3 Year Equity Award, will be calculated based on a Black-Scholes model. |