Non-Employee Director Compensatory Arrangements for Board and Committee Service

Summary

This document outlines the compensation structure for non-employee directors of the company. It specifies annual cash retainers for board service, additional retainers for the chairman and lead director roles, committee chair retainers, per-meeting fees, and both annual and initial equity awards in restricted stock units. Non-employee directors also have the option to defer their cash compensation under a deferred compensation plan. The arrangement sets clear payment amounts and eligibility for directors who are not company employees.

EX-10.28 4 ex10_27.htm EXHIBIT 10.27 ex10_27.htm

Exhibit 10.27
 
Non-Employee Director Compensatory Arrangements

 
Element of Compensation for Non-Employee Directors1
 
 
Dollar Value
 
Annual Board Cash Retainer
 
$60,000
Annual Chairman Cash Retainer
 
$90,000 (additional)
Annual Lead Director Cash Retainer
 
$25,000 (additional)
Annual Audit Committee Chair Cash Retainer
 
$15,000
Annual Other Committee Chair Cash Retainer
 
$12,500
Per Meeting Fee (Board and Committees)
 
$2,000
Annual Equity Award
 
$92,500 (in restricted stock units)
Initial Equity Award
 
$80,000 (in restricted stock units)
1 Non-employee directors may elect to defer cash compensation under the Non-Employee Directors Deferred Compensation Plan.