Annual Director Compensation Policy Adopted July 21, 2009

Summary

This document outlines the annual compensation structure for members of the Board of Directors, including fees for board service, lead director duties, and committee participation. Directors receive both cash fees and equity awards, with additional compensation for serving as committee members or chairs. The policy specifies exact amounts for each role and type of compensation, and was adopted on July 21, 2009.

EX-10.1 2 a2193932zex-10_1.htm EXHIBIT 10.1

Exhibit 10.1

 

Annual Director Compensation

 

Board of Directors:

 

 

 

 

 

 

 

Board of Directors Annual Fee

 

$

80,000

 

Lead Director Annual Fee

 

$

100,000

 

Board of Directors Annual Equity Award Stock Options — Black Scholes Value

 

$

120,000

 

Deferred Compensation Plan Stock Units — Grant Date Fair Market Value Based on Closing Price

 

$

80,000

 

 

 

 

 

Committees:

 

 

 

 

 

 

 

Audit Committee Membership Annual Fee

 

$

20,000

 

Audit Committee Chair Annual Fee

 

$

35,000

 

Compensation Committee Membership Annual Fee

 

$

17,000

 

Compensation Committee Chair Annual Fee

 

$

20,000

 

Nominating and Governance Committee Membership Annual Fee

 

$

13,000

 

Nominating and Governance Committee Chair Annual Fee

 

$

15,000

 

 

 

Adopted July 21, 2009