EXHIBIT 99.1: DIRECTORS' STOCK AWARD PLAN
Published on June 5, 2009
Exhibit
99.1
EMCORE
CORPORATION 2007 DIRECTORS’ STOCK AWARD PLAN
1. The
purposes of the 2007 Directors' Stock Award Plan (the “Plan”) are (a) to attract
and retain highly qualified individuals to serve as Directors of EMCORE
Corporation (the “Corporation”), (b) to increase non-employee Directors' stock
ownership in the Corporation and (c) to relate non-employee Directors'
compensation more closely to the Corporation's performance and its shareholders'
interest.
2. The
Plan shall become effective upon its approval by the shareholders of the
Corporation. It shall continue in effect for a term of ten (10) years unless
sooner terminated under Section 7 of the Plan.
3. “Plan
Year” shall mean each 12-month period beginning on January 1 and ending on
December 31.
4.
“Annual Stock Award Amount” shall mean the amount of fees a non-employee
Director will be entitled to receive pursuant to the Plan for serving as a
Director in a relevant Plan Year. The amount of each non-employee Director’s
Annual Stock Award Amount shall be determined by adding (A) $3,500 for each
meeting of the Board of Directors attended by such non-employee Director during
the relevant Plan Year, (B) $500 for each meeting of a committee of the Board of
Directors attended by such non-employee Director during the relevant Plan Year
and (C) an additional $500 for each meeting of a committee of the Board of
Directors at which such non-employee Director served as Chairman.
5. A
non-employee Director may forego the portion of his or her Annual Stock Award
Amount that relates to any one or more meeting(s) of the Board of Directors or
committee thereof by giving irrevocable written notice to such effect to the
Secretary of the Corporation 30 days prior to the date of such
meeting.
6. Each
non-employee Director shall receive, one month after the beginning of each Plan
Year (or, if such date is not a business day, on the next succeeding business
day) (the “Grant Date”), the number of shares of the Company’s common stock, no
par value per share (“Common Stock”) determined by dividing his or her Annual
Stock Award Amount by the closing price of the Common Stock as published in the
Wall Street Journal (the “Fair Market Value”) on the Grant Date. The number of
shares distributed to each non-employee Director shall be rounded down to the
nearest whole number, and any fractional shares that would otherwise have been
paid in Common Stock shall be paid in cash based upon the Fair Market Value of
the Common Stock on the Grant Date.
7. This
Plan shall be construed in accordance with the laws of the State of New Jersey
and may be amended or terminated at any time by action of the Board of Directors
of the Corporation; provided, however, that the Corporation will seek
shareholder approval for any change to the extent required by applicable
law.