EX-10.2 3 exhibit102.htm EXHIBIT 10.2 (DESCRIPTION OF DIRECTOR COMPENSATION PROGRAM)

Exhibit 10.2
DESCRIPTION OF DIRECTOR COMPENSATION PROGRAM
Until further revision, our Director Compensation Program is as described in this Exhibit 10.2, effective after the election of directors at our 2015 Annual Meeting of Stockholders.
Directors who are not our employees or employees of one of our subsidiaries receive a $25,000 annual retainer and no meeting attendance fees. An additional annual retainer of $7,500 is paid to the Audit Committee Chair; $5,000 to the Compensation Committee Chair; and $5,000 to the Nominating and Corporate Governance Committee Chair. For the additional time related to attending committee meetings, Audit Committee members also receive an annual fee of $5,000; Compensation Committee members also receive an annual fee of $4,000; and Nominating and Corporate Governance Committee members also receive an annual fee of $4,000.
In lieu of stock options that had previously been a part of outside director compensation, Directors who are not our employees or employees of one of our subsidiaries receive a grant of Class A common stock equivalent to $50,000 following their election at our annual meeting of stockholders. Directors can only sell these shares if, after the sale, they maintain a minimum of $100,000 in value of Class A common stock.
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