Non-Employee Director Compensation. As of the Effective Time, the members of the Board who are not employees of the Company or any of its subsidiaries (the "NON-EMPLOYEE DIRECTORS") shall initially receive the following as compensation for their services on the Board: (a) an annual fee of $20,000, (b) an additional fee of $1,000 per meeting (not to exceed $4,000 per year), (c) with respect to the chairman of the Board or any committee or sub-committee thereof, an additional fee of $1,000 per meeting (not to exceed $4,000 per year) and (d) stock options under and in accordance with the terms of the Company Stock Incentive Plan, as determined by the Board or a committee thereof after the Effective Time. The compensation arrangements of the Non-Employee Directors may be established or amended by the Board or a committee thereof from time to time, in accordance with the Company's Certificate of Incorporation and Bylaws.
Non-Employee Director Compensation. Notwithstanding any provision to the contrary in the Plan, the Administrator may establish compensation for non-employee Directors from time to time, subject to the limitations in the Plan. The Administrator will from time to time determine the terms, conditions and amounts of all such non-employee Director compensation in its discretion and pursuant to the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee Director as compensation for services as a non-employee Director during any fiscal year of the Company may not exceed $750,000, increased to $1,000,000 of a non-employee Director’s initial service as a non-employee Director. The Administrator may make exceptions to these limits for individual non-employee Directors in extraordinary circumstances, as the Administrator may determine in its discretion, provided that the non-employee Director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving non-employee Directors.
Non-Employee Director Compensation. Notwithstanding anything to the contrary herein, this Agreement shall not impact Consultant’s eligibility to receive compensation (including equity awards) to which he would otherwise be entitled as a non-employee member of the Board.
Non-Employee Director Compensation. If and to the extent that the Company compensates its non-employee directors, the Company shall compensate all non-employee Investor-designated directors in a uniform manner.
Non-Employee Director Compensation. The Company agrees that from the Effective Date until the Termination Date, the New Director shall be entitled to receive the same compensation package paid to other non-employee directors for their Board and committee service, pro-rated to his time in office, as applicable for his committee membership.
Non-Employee Director Compensation. Effective as of the Retirement Date, Goldstein shall participate in the Non-Employee Directors' Compensxxxxx Xxxgram.
Non-Employee Director Compensation. Notwithstanding any provision to the contrary in the Plan, the Administrator may establish compensation for non-employee Directors from time to time, subject to the limitations in the Plan. The sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee Director as compensation for services as a non-employee Director during any fiscal year of the Company may not exceed $750,000 (which limits shall not apply to the compensation for any non-employee Director who serves in any capacity in addition to that of a non-employee Director for which he or she receives additional compensation); provided, that, the Administrator may make exceptions to this limit, but the non-employee Director receiving such additional compensation may not participate in the decision toward such compensation.
Non-Employee Director Compensation. While you are an employee, you will not earn any non-employee director cash retainers, equity grants or other compensation under the Company’s Directors Compensation Policy for your services as director; however, you will remain eligible to receive the equity incentive portion of your annual retainer (disregarding any election to receive equity in lieu of cash) due to you under the Directors Compensation Policy for your Board service through the Company’s 2022 annual meeting of stockholders, which shall be granted to you upon the adoption of the Plan.
Non-Employee Director Compensation. For the period beginning with your Retirement Date and ending at the conclusion of the 2015 Annual Meeting of Shareholders, you will serve as Non-Executive Chairman of the Board of Directors, with the duties and responsibilities are described on Exhibit A. This is a non-officer, non-employee, independent contractor position. For such Board service, you will be entitled to the following compensation (which will be paid quarterly in arrears):
Non-Employee Director Compensation. For 2005, non-employee directors will receive the following annual compensation, which has been approved by the Company's Board of Directors and remains unchanged from 2004:
