Exhibit 10.2
CALIX, INC.
Non-Employee Director Cash Compensation Policy, as amended February 11, 2021
1.General. This Non-Employee Director Cash Compensation Policy (“Policy”) was adopted by the Board of Directors (“Board”) of Calix, Inc. (“Company”) on and is effective as of February 11, 2021.
2.Annual Cash Compensation. Each member of the board who is not employed by the Company or one of its affiliates shall be entitled to an annual retainer with the amount determined as follows (the net sum for each director, his or her “Annual Retainer”):
| Amount | |||||
| Base Retainer | $50,000 | ||||
Board and Committee Chair Service (in addition to Base Retainer) | |||||
| Board Chair | $50,000 | ||||
| Audit Committee Chair | $35,000 | ||||
| Compensation Committee Chair | $20,000 | ||||
| Nominating and Corporate Governance Committee Chair | $10,000 | ||||
| Cybersecurity Committee Chair | $10,000 | ||||
| Strategic Committee Chair | $10,000 | ||||
Non-Chair Committee Service (in addition to Base Retainer) | |||||
| Audit Committee | $10,000 | ||||
| Compensation Committee | $7,500 | ||||
| Nominating and Corporate Governance Committee | $5,000 | ||||
| Cybersecurity Committee | $5,000 | ||||
| Strategic Committee | $5,000 | ||||
3.Timing of Payment. Annual Retainers shall be paid in quarterly installments in arrears on the date of each regularly scheduled quarterly board meeting. Installments will be pro-rated for any partial period of service.
4.Policy Subject to Amendment, Modification and Termination. This Policy may be amended, modified or terminated by the Board at any time in the future at its sole discretion.