In addition to the Annual Retainer Share Award defined above, each non-employee director will be paid an annual cash retainer of $40,000 payable on a monthly basis. The chairperson of the Audit Committee and Compensation Committee will each receive an additional annual cash retainer in the amount of $15,000. The chairperson of the Nominating and Corporate Governance Committee will receive an additional annual cash retainer in the amount of $10,000. All other committee chairpersons will receive an additional $7,500 annual cash retainer and the Lead Director will receive an additional $10,000 annual cash retainer.
In additionThe Company pays to the Annual Retainer Share Award defined above, each non-employee director will be paidDirectors an annual cash retainer of $40,000 payable on a monthly basis. The chairperson of the Audit$45,000. Committee and Compensation Committee will eachchairs receive an additional annual cash retainer inas follows: $15,000 for the amount of $15,000. The chairperson ofAudit Committee and $7,500 each for the Compensation Committee and the Nominating and Corporate Governance Committee will receive anCommittee. The Company’s Lead Director receives additional annual cash retainer in the amountcompensation of $10,$3,000. All other committee chairpersons will receive an additional $7,500 annual cash retainer andamounts paid to the Lead Director will receive an additional $10,000 annual cash retainer. non-employee Directors are to be paid quarterly in arrears. The Company also reimburses all Directors for all reasonable out-of-pocket expenses incurred in connection with meetings of the Board.
Annual Cash Compensation. Each Non-Employee Director shall be entitled to an annual cash retainer fee of $45,000 (the “Annual Retainer”). In addition to the Annual Retainer Share Award defined above, each non-employee directorpayments, Non-Employee Directors will be paidentitled to an annual cash retainer of $40,# $25,000 payable on a monthly basis. Thefor serving as the chairperson of the Board’s Audit Committee and(the “Audit Committee”), # $15,000 for serving as the chairperson of the Board’s Compensation Committee (the “Compensation Committee”), # $10,000 for serving as the chairperson of the Board’s Nominating and Governance Committee (the “Nominating Committee”), and # $25,000 for serving as the lead independent director of the Board. In addition to the Annual Retainer payments, Non-Employee Directors will each receivebe entitled to an additional annual cash retainer inof # $15,000 for serving as a member of the amountBoard’s Audit Committee, # $7,500 for serving as a member of $15,000. The chairpersonthe Compensation Committee, and # $5,000 for serving as a member of the Nominating Committee. The Annual Retainer, any annual retainer for serving as the chairperson of a committee and Corporate Governance Committee will receive an additionalany annual retaining for serving as a member of a committee shall be pro-rated for any partial period of service. All cash retainercompensation payable to Non-Employee Directors shall be payable in arrears on a quarterly basis within thirty days following the amountend of $10,000. All other committee chairpersons will receive an additional $7,500 annual cash retainer and the Lead Director will receive an additional $10,000 annual cash retainer. each fiscal quarter.
In addition to the Annual Retainer Share Award defined above,Non-employee directors are each non-employee director will be paid an annual casha retainer of $40,$60,000, 50% in cash and 50% in the form of restricted stock. The Chairman of the Board of Directors receives an additional $20,000 payable on a monthly basis. The chairpersonper year, and the Chairmen of the principal committees receive the following additional amounts for their duties as such; Audit, $10,000, Compensation, $5,000, Nominating and Governance, $5,000. Members of the Audit Committee and Compensation Committee will each receive an additional annual cash retainer in$2,000 for their duties as such, and the amount of $15,000. The chairpersonmembers of the Compensation and Nominating and Corporate Governance Committee willCommittees each receive an additional annual cash retainer in the amount of $10,000. All other committee chairpersons will receive an additional $7,500 annual cash retainer and the Lead Director will receive an additional $10,000 annual cash retainer. $1,500.
In additionA $35,000 annual cash retainer will be paid to the Annual Retainer Share Award defined above, each non-employee director for his or her service on the Board, and additional annual cash retainer(s) will be paid an annual cash retainer of $40,000 payable on a monthly basis. Theto the chairperson of the Audit Committee and Compensation Committee willBoard (if one is then appointed), each receive an additional annual cash retainer in the amount of $15,000. Thenon-employee director chairperson of a committee of the NominatingBoard, and Corporate Governance Committee will receive an additional annual cash retainer ineach non-employee director serving as a member of a committee of the amountBoard (other than as chairperson of $10,000. All other committee chairpersons will receive an additional $7,500 annual cash retainer and the Lead Director will receive an additional $10,000 annual cash retainer. such committee) as follows:
In additionThe lead director and the chairman of the audit, compensation, and nominating & governance committees are entitled to the Annual Retainer Share Award defined above, each non-employee director will be paid an annual cash retainer of $40,000$10,000, payable onquarterly. If the Board designates a monthly basis. The chairperson of the Audit Committee and Compensation Committee will each receive an additional annual cashlead director or committee chairman during a calendar quarter, a pro-rated retainer in the amount of $15,000. The chairperson of the Nominating and Corporate Governance Committee will receive an additional annual cash retainer in the amount of $10,000. All other committee chairpersons will receive an additional $7,500 annual cash retainer and the Lead Director will receive an additional $10,000 annual cash retainer. is paid.
In addition to the Annual Retainer Share Award defined above,foregoing, for 2023 each non-employee director is entitled to receive $1,500 for each Board or committee meeting attended. Further, the Chair of each Committee will be paid an annual cashadditional retainer per quarter as follows: Executive Committee $3,000; Governance Committee $3,125; Compensation Committee $3,750; and Audit Committee $6,250. In addition to the amounts set forth above, the Chair of the Board is entitled to receive a retainer of $40,000$100,000, payable on a monthly basis. The chairperson of the Audit Committee and Compensation Committee will each receive an additional annualquarterly in cash retainer in the amount of $15,000. The chairperson of the Nominating and Corporate Governance Committee will receive an additional annual cash retainer in the amount of $10,000. All other committee chairpersons will receive an additional $7,500 annual cash retainer and the Lead Director will receive an additional $10,000 annual cash retainer. payments.
In addition to the Annual Retainer Share Award defined above, each non-employee director will be paid an annual cash retainer of $40,000 payable on a monthly basis. The chairpersonAudit Committee. A Non-Employee Director serving as Chairperson of the Audit Committee and Compensation Committee will eachshall receive an additional annual cash retainer in the amount of $15,000. The chairperson000 for such service. A Non-Employee Director serving as a member of the Nominating and Corporate GovernanceAudit Committee will(other than the Chairperson) shall receive an additional annual cash retainer in the amount of $10,000. All other committee chairpersons will receive an additional $7,500 annual cash retainer and the Lead Director will receive an additional $10,000 annual cash retainer. for such service.
In addition to the Annual Retainer Share Award defined above, each non-employee director will be paid an annual cash retainer of $40,000 payable on a monthly basis. The chairpersonAudit Committee. A Non-Employee Director serving as Chairperson of the Audit Committee and Compensation Committee will eachshall receive an additional annual cash retainer in the amount of $15,000. The chairperson$20,000 for such service. A Non-Employee Director serving as a member of the Nominating and Corporate GovernanceAudit Committee will(other than the Chairperson) shall receive an additional annual cash retainer in the amount of $10,000. All other committee chairpersons will receive an additional $7,500 annual cash retainer and the Lead Director will receive an additional $10,$9,000 annual cash retainer. for such service.
In addition to the Annual Retainer Share Award defined above,foregoing, for 2022 each non-employee director will bewas entitled to receive $1,500 for each Board or committee meeting attended. Further, the Chair of each of the Executive Committee, the Governance Committee, and the Compensation Committee was paid an annual cashadditional retainer of $40,000 payable on a monthly basis.$2,500 per quarter. The chairpersonChair of the Audit Committee and Compensation Committee will each receive an additional annual cashwas paid a retainer inof $4,250 per quarter. In addition to the amount of $15,000. The chairpersonamounts set forth above, the Chair of the Nominating and Corporate Governance Committee willBoard was entitled to receive an additional annual casha retainer of $100,000, payable quarterly, payable in the amount of $10,000. All other committee chairpersons will receive an additional $7,500 annual cash retainer and the Lead Director will receive an additional $10,000 annual cash retainer. cash.
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