2006 Annual Compensation Terms for Non-Employee Directors of the Company

Summary

This document outlines the 2006 compensation plan for the company's non-employee directors, as approved by the Compensation Committee. It specifies annual retainer amounts for each director, with the Non-Executive Chairman receiving a higher retainer than other non-employee directors. Retainers are paid in quarterly installments, and each director also received 1,000 stock options at the end of 2005. The agreement details payment timing and amounts for both 2005 and 2006, ensuring transparency in director compensation.

EX-10.5 3 w19180exv10w5.htm EXHIBIT 10.5 exv10w5  

Exhibit 10.5
Annual Compensation of Non-Employee Directors
On January 31, 2006, based on its review of the CEO’s recommendations, the Compensation Committee approved the following compensation for the Non-Employee Directors of the Company:
                         
    2006     2005     2005  
Name/Position   Retainer     Retainer     Cash Incentive  
Jacques Rebibo, Non-Executive Chairman
  $ 38,875     $ 37,000     $ 25,000  
J. Randy Babbitt, Non-Employee Director
  $ 26,875     $ 25,000     $ 25,000  
Thomas Kody, Non-Employee Director
  $ 26,875     $ 25,000     $ 25,000  
John W. Edgemond IV, Non-Employee Director
  $ 26,875     $ 25,000     $ 25,000  
James L. Jadlos, Non-Employee Director
  $ 26,875     $ 25,000     $ 25,000  
For the Non-Executive Chairman, $1,000 of the indicated 2005 and 2006 retainer amounts are paid monthly, totaling $12,000 per year. The balance of the 2005 retainer and cash incentive for all Non-Employee Directors, including the Chairman, was paid in February 2006. The 2006 Retainer will be paid by quarterly installments in the month following the end of each fiscal quarter for 2006. In addition, 1,000 options were issued to each non-employee director on December 30, 2005.