Schedule of Non-Employee Director Compensation for Board and Audit Committee Members
This document outlines the compensation for non-employee directors of the company. Non-employee directors receive an annual fee of $35,000 plus travel expense reimbursement. Additional compensation is provided for Audit Committee members ($15,000) and its Chairman ($20,000). Three unaffiliated non-employee directors receive annual restricted stock awards valued at $80,000, vesting after one year of service, while three affiliated directors receive an $80,000 annual cash payment. A deferred compensation plan is available, though only one director currently participates. Key terms include vesting conditions and options for payout upon retirement or board separation.
Exhibit 10.27
Schedule of Non-Employee Director Compensation
Our non-employee directors receive an annual fee of $35,000 and reimbursement of travel expenses in consideration for their services as directors. Non-employee directors who also serve as members of our Audit Committee receive an additional $15,000 per annum, and the non-employee director who serves as Chairman of our Audit Committee receives an additional $20,000 per annum.
Our three non-employee directors who are unaffiliated with Oaktree or MTS are also entitled to receive annual restricted stock award grants having a value equal to $80,000. These awards will fully vest one year after the date of grant based on continued service with us.
Our three non-employee directors who are affiliated with Oaktree or MTS are also entitled to an annual cash payment of $80,000.
We have established a directors’ deferred compensation plan for all non-employee directors. Mr. Dimick elected to participate in the director plan in 2009 and have his annual board membership fee of $35,000 deferred into a stock account and converted quarterly into phantom shares. Upon retirement, separation from the Board of Directors, or the occurrence of a change of control, Mr. Dimick has the option of being paid cash or issued common stock for his phantom shares. As of January 1, 2010, Mr. Dimick elected to cease any contributions into the directors’ deferred compensation plan. No other directors are currently participating in the director plan.
