Non-employee Director Compensation Program



 Exhibit 10.1 

Non-Employee Director Compensation Program 
 All of our non-employee directors receive equity awards and annual cash retainers. The cash retainers are paid on a quarterly basis. The annual retainers are set forth below: 

 

					
	 	  	Annual Fees (1)	 
	 Board member
	  	$	65,000	  
	 Lead Independent Director
	  	$	140,000	  
	 Audit Committee Chair
	  	$	42,500	  
	 Audit Committee member
	  	$	17,500	  
	 Compensation Committee Chair
	  	$	40,000	  
	 Compensation Committee member
	  	$	15,000	  
	 Nominating and Corporate Governance Committee Chair
	  	$	30,000	  
	 Nominating and Corporate Governance Committee member
	  	$	10,000	  

  

	(1)	Lead Independent Director retainer includes Board member retainer ($65,000). Standing committee chairperson retainer includes the chairperson’s member retainer;
chairperson does not receive a separate member retainer. 

 In addition to the annual retainers, each non-employee
director receives a per-meeting fee of $1,000 for each meeting of the Board and each standing committee that the director is a member of after the first eight meetings of each corporate body in a fiscal year. 

Each new non-employee director elected to our Board is automatically granted an initial restricted stock unit award with a total grant
date value of up to $375,000. $150,000 of the initial restricted stock unit award (the “One-Time Award”) vests in equal annual installments on each of the first, second and third anniversaries of the date of grant. $225,000 of the initial
restricted stock unit award (the “Annual Award”) vests in equal quarterly installments from the date of grant to our next annual meeting of stockholders; provided that if a director joins our Board on a date other that the date of our
annual meeting, the value of such director’s Annual Award is prorated based on the number of months from the date of the director’s election to the date of our next annual meeting. The number of units subject to the initial restricted
stock unit award is determined by dividing the total value of the award by the fair market value of a share of our common stock on the date of grant, with the number of shares rounded down to the nearest whole share. 

Each non-employee director who is re-elected to our Board automatically receives a restricted stock unit award, as of the date of the
annual meeting, to cover a number of shares of our common stock determined by dividing (A) $225,000 by (B) the fair market value of a share of our common stock on the date of the annual meeting, with the number of shares rounded down to
the nearest whole share. These annual restricted stock unit awards vest in equal quarterly installments during the first twelve months following the date of grant. 
 For each of the automatic restricted stock awards, all unvested awards immediately vest upon (i) death or disability of the director, (ii) separation from the Board (for any reason other than
through voluntary resignation before the next succeeding annual meeting) and (iii) a change of control. Each non-employee director may elect to defer receipt of the shares issued upon the settlement of the vested restricted stock units until
the earliest of the following to occur: (i) five years from the date of grant; (ii) separation from the Board (for any reason) and (iii) a change of control. Disability is as defined in our equity incentive plans. For purposes of the
restricted stock unit awards, a change of control is as defined in our equity incentive plans. Each director may make an irrevocable, annual election to receive restricted stock units in lieu of the director’s annual cash fee as a Board member
on a dollar-for-dollar basis. 
 The Board has stock ownership guidelines for our non-employee directors. The guidelines provide
that, after a period of five years of service as a director, each non-employee director should hold our equity securities with a value of at least five times such non-employee director’s annual Board member cash retainer.