Exhibit 10.13
Summary of 2009 Compensation for
Non-employee Directors
Each non-employee director
(“Outside Director”) receives a fee of $15,000 for each
quarterly meeting of the Board of Directors which the Outside
Director attends in person. An Outside Director may be paid such
fee for attending a quarterly board meeting via telephonic
conference call if the Outside Director has good reason for the
Outside Director’s failure to attend such meeting in person
as determined by the Chairman of the Board, but such payment is
limited to one occurrence in any given fiscal year. Each Outside
Director who is a member of the Audit Committee also receives a fee
of $6,000 for each quarterly meeting of such committee which the
Outside Director attends in person. Each Outside Director who is a
member of the Compensation Committee also receives a fee of $3,000,
which is paid quarterly, provided that, in order to be eligible to
receive the fee with respect to a fiscal quarter, the Outside
Director must have served on the Compensation Committee on the last
day of such fiscal quarter. Each Outside Director may receive fees
up to $12,000 in any fiscal quarter for additional services
delegated by the Board of Directors to such Outside Director in the
Outside Director’s capacity as a member of the Audit
Committee, the Compensation Committee, the Board of Directors or
any other committees of the Board of Directors, provided that any
such fee paid with respect to a particular service must be approved
by the Board of Directors following the completion of such service
by the Outside Director.
Each Outside Director is reimbursed
for all reasonable out-of-pocket expenses incurred by him or her in
attending meetings of the Board of Directors and any committee
thereof and otherwise in performing his or her duties as an Outside
Director, subject to compliance with our standard documentation
policies regarding reimbursement of business expenses. From time to
time, the Board of Directors may hold meetings and other related
activities in various locations for which the Company’s
payment of the expenses of Outside Directors and
