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Mindspeed Technologies, Inc.
Summary of Director Compensation Arrangements
We currently pay
our non-employee directors annual base compensation of $30,000, and
our non-employee chairman of the board, $80,000, both of which are
paid quarterly. They each also receive committee participation
compensation for each committee on which they serve equal to $5,000
annually for the governance and board composition committee and the
compensation and management development committee ($10,000 if
serving as chairman of such committee) and $7,500 annually for the
audit committee ($15,000 if serving as chairman of such committee).
Each non-employee director also receives $1,250 for each board or
committee meeting attended in person or by telephone. Each
non-employee director has the option each year to receive all or a
portion of his cash compensation due via shares of our common stock
or restricted stock units valued at the closing price of our common
stock on the date each payment would otherwise be made. Directors
who are our employees are not paid any additional compensation for
their service on our board of directors. Our board of directors may
from time to time appoint additional standing or ad hoc committees,
and may compensate directors who serve on them differently than we
currently compensate members of our standing committees. We
reimburse each of our directors for reasonable out-of-pocket
expenses that they incur in connection with their service on our
board of directors.
Our non-employee
directors are eligible to participate in our directors stock plan,
which is administered by our compensation and management
development committee under authority delegated by our board of
directors. The directors stock plan provides that upon initial
election to our board of directors
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