Exhibit 10.11
NORTHERN TECHNOLOGIES
INTERNATIONAL CORPORATION
DESCRIPTION OF NON-EMPLOYEE
DIRECTOR
COMPENSATION
ARRANGEMENTS
Overview
NTIC’s non-employee directors currently
consist of Pierre Chenu, Tilman B. Frank, M.D. Soo Keong Koh,
Ph.D., Sunggyu Lee, Ph.D., Mark M. Mayers, Ramani Narayan, Ph.D.
and Mark J. Stone. We use a combination of cash and long-term
equity-based incentive compensation in the form of annual stock
option grants to attract and retain qualified candidates to serve
on the Board of Directors.
Annual Retainers; Meeting Fees
Each person who is a non-employee director
receives an annual retainer of $10,000 for services rendered as a
director of NTIC. The annual retainer is paid
quarterly. NTIC’s Chairman of the Board receives an
additional annual retainer of $25,000, the Chair of the Audit
Committee receives an additional annual retainer of $5,000 and
other members of the Audit Committee received an additional annual
retainer of $4,000. Each of our non-employee directors also
receives $1,000 for each Board and strategy review meeting attended
and $1,000 for each Audit Committee, Compensation Committee and
Nominating and Corporate Governance Committee meeting
attended. No director, however, will earn more than $1,000
per day in Board, Board committee and strategy review meeting
fees. Any director that is an employee of NTIC (G. Patrick
Lynch and Donald A. Kubik, Ph.D.) does not receive any retainer or
Board or Committee meeting fees.
Stock Options
Each of non-employee director is automatically
granted a five-year non-qualified option to purchase 4,000 shares
of NTIC common stock in consideration for their services as
directors of NTIC and the Chairman of the Board is automatically
granted an additional five-year non-qualified option to purchase
2,000 shares of NTIC common stock in consideration for his services
as Chairman on the first day of each fiscal year. Each
non-employee directors who is elected or appointed to the Board
following the first day of the fiscal year receives an automatic
grant of an option to pu
