Exhibit 10.2

 

As adopted by the Board of Directors on

July 28, 2015

 



 

NON-AFFILIATED DIRECTOR COMPENSATION PROGRAM

AND

STOCK OWNERSHIP GUIDELINES

 

	
 

Non-Affiliated   Director
    	
 

For purposes   of this program, a “Non-Affiliated Director”   is any director of the Company that is not also an employee of the Company or   any of its subsidiaries.

 
    
	
 

Cash Compensation
    	
 

Annual Retainers

·            Board Member

$90,000

·            Chair of the Audit   Committee

$40,000

·            Chair of the Compensation   Committee

$40,000

·            Chair of the Nominating   and Corporate Governance Committee

$30,000

·            Audit Committee Member   (other than the Chair)

$11,000

·            Compensation Committee   Member (other than the Chair)

$5,500

·            Nominating and Corporate   Governance Committee Member (other than the Chair)

$5,500

 

Special Assignment Fees

·                 Per day for special assignments required in   connection with board duties (including, without limitation,   litigation-related matters, but excluding days on which a director is   required to travel to attend meetings)

$5,500

 

Payment Terms

·            All cash retainers will   generally be paid in arrears in equal quarterly installments no later than   the 60th day following the last date of the   applicable quarter; provided, however, that in no event shall fees be paid later than   the date that is 21⁄2 months following the last date of the Company’s fiscal   year for which the retainer relates.

 

·            Special Assignment Fees   will generally be paid in arrears in equal quarterly installments no later   than the 60th day following the last date of the   applicable quarter; provided, however, that in no event shall fees be paid later than   the date that is 21⁄2 months following the last date of the Company’s fiscal   year for which the retainer relates.

 

·            Fees will be prorated for   partial years of service, with partial months of service credited for full   months.

 
    


 

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Restricted Stock   Units
    	
 

New Appointment/Election RSU Grant

·                                         Each newly   elected or appointed Non-Affiliated Director will receive a grant of RSUs   with a grant date value of $250,000 (the exact number of RSUs to be   determined by dividing $250,000 by the NASDAQ Official Closing Price of the   Company’s stock on the date of grant) upon initial election or appointment to   the Board.  If a Non-Affiliated   Director is newly elected or appointed at any time other than at the Board   meeting immediately following the annual meeting of shareholders, then the   $250,000 grant date value will be pro-rated by reference to the expected   amount of time from the date of such appointment or election until the   Company’s next annual meeting of stockholders.

 

Annual RSU Grant

·            Each Non-Affiliated Director will receive an   annual grant of RSUs with a grant date value of $250,000 (the exact number of   RSUs to be determined by dividing $250,000 by the NASDAQ Official Closing   Price of the Company’s stock on the date of grant) upon re-election to the   Board.

 

Grant Date

·            RSU grants will be approved by the Board promptly   following election, appointment or re-election to the Board and will be made   three business days following the date of the Board’s approval of such grant.

 

Vesting

·            All RSUs will vest ratably on a quarterly basis   over the one-year period from the date of grant.

 

·            A director must be in continuous active service on   each applicable vesting date.

 

·            Vesting will accelerate on the date of a   director’s cessation of service due to death or Disability.

 

Change of Control

·            In the event that the director ceases to serve as   a member of the Board of Directors pursuant to the terms of any business   combination or similar transaction involving the Company, the RSUs will   immediately vest as of the date on which the business combination or similar   transaction is consummated.

 

Dividend Equivalents

·            The RSUs will not be entitled to receive any   payment, payment-in-kind or any equivalent with regard to any cash or other   dividends that are declared and paid on the Company’s common stock.

 

Award Agreement

·            RSUs will be granted pursuant to the Company’s   2014 Incentive Plan and will be subject to the terms of the applicable   Non-Affiliated Director stock RSU agreement as in effect at the time of   grant.

 
    


 

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Expenses
    	
 

Directors receive reimbursement of business and travel expenses from   time to time in accordance with Company policy.

 
    
	
 

Other Benefits
    	
 

As determined by the Board from time-to-time.

 
    
	
 

Affiliated   Directors
    	
 

Directors who are employees of the Company or any of its subsidiaries   will not be entitled to compensation as a director.

 
    
	
 

Plan Administration
    	
 

The human resources and the legal departments will administer the   Non-Affiliated Directors’ compensation program.

 
    
	
 

Non-Affiliated   Director Stock Ownership Guidelines
    	
 

·                                   Each Non-Affiliated   Director is required, within four years following his or her first election   to the Board, to beneficially own (within the meaning of Rule 13d-3   promulgated under the Securities Exchange Act of 1934, as amended) shares of   the Company’s common stock (including any restricted shares of common stock   or restricted share units payable in shares of the Company’s common stock)   having an aggregate value at least equal to five times the amount of the   annual cash Board retainer that we then pay such director for regular service   on the Board.

 

·                                   For purposes of   determining compliance with the share ownership guidelines, the aggregate   value of the shares owned by the director is    calculated as of January 2nd of each applicable year (or if such   date is not a trading date, the next trading date) based on the higher of:

 

o                the NASDAQ Official Closing Price of the   Company’s common stock on that day; and

 

o                the NASDAQ Official Closing Price of the Company’s   common stock on the date of grant (or if such date is not a trading date, the   next trading date), for any shares awarded to the director by the Company,   and the actual cost to the director, for any other shares (e.g., with respect   to shares acquired through the exercise of stock options, the exercise   price).

 

·                                   Non-Affiliated Directors   are subject to these guidelines for as long as they continue to serve on the   Board.

 
    


 

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