Payment of Retainers. For the avoidance of doubt, the Annual Retainers in the table above are additive and a Non-Employee Director shall be eligible to earn an Annual Retainer for each position in which he or she serves. The Annual Retainers shall be earned on a quarterly basis based on a calendar quarter and, except as otherwise provided in [Section I(B)], shall be paid in cash by the Company in arrears not later than the fifteenth day following the end of each calendar quarter. In the event a Non-Employee Director does not serve as a Non-Employee Director, or in the applicable position, for an entire calendar quarter, the Annual Retainer paid to such Non-Employee Director pursuant to this [Section I(A)] shall be prorated for the portion of such calendar quarter actually served as a Non-Employee Director, or in such position, as applicable.
Annual Retainers. Each Non-Employee Director shall receive an annual retainer of for service on the Board. Each Non-Employee Director shall also receive annually in addition to the annual retainer for serving as a Board Chair for one of the three (3) established Board Committees: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.
Note: Chair and committee member retainers are in addition to retainers for members of the Board of Directors.
The annual cash retainers above will be payable in equal quarterly installments in arrears on the last day of each fiscal quarter (each such date, a “Retainer Accrual Date”) in which the service occurred, prorated for any partial quarter of service (based on the number of days served in the applicable position divided by the total number of days in the quarter). All annual cash retainers will be vested upon payment.
No additional compensation for attending individual committee meetings. All cash retainers will be paid quarterly, in arrears, or upon the earlier resignation or removal of the non-employee directors, pro-rated based on the number of actual days served by the director during such calendar quarter. Chair and committee member retainers are in addition to retainers for members of the Board.
Additional Retainers for Committee Membership:
Annual retainers will be paid in the following amounts to Non-Employee Directors:
Fees. “Fees” means the cash compensation payable to Directors including retainers and meeting fees.
Additional Annual Cash Retainers for Service as Non-Executive Chair, Committee Chair and Committee Member
Each Outside Director will be paid additional annual cash retainers for applicable service as follows:
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