Non-Employee Director Compensation Schedule and Deferred Compensation Plan
This document outlines the compensation for non-employee directors, who receive an annual fee of $25,000 plus travel expense reimbursement. Non-employee directors serving on the Audit Committee receive an additional $15,000 per year, while the employee director chairing the Audit Committee receives $20,000. All non-employee directors participate in a deferred compensation plan, where their annual fee is converted into phantom shares. Upon leaving the board or a change of control, directors can choose to receive cash or common stock for their phantom shares.
Exhibit 10.27
Schedule of Non-Employee Director Compensation
Our non-employee directors receive an annual fee of $25,000 and reimbursement of travel expenses in consideration for their services as directors. Commencing in 2007, non-employee directors who also serve as members of our Audit Committee receive an additional $15,000 per annum, and the employee director who serves as Chairman of our Audit Committee receives an additional $20,000 per annum (these amounts were $10,000 and $15,000, respectively, in 2006).
We have established a directors’ deferred compensation plan for all non-employee directors. Each of our non-employee directors has elected to participate in the director plan and have their annual board membership fee of $25,000 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, each director has the option of being paid cash or issued common stock for their phantom shares.
