Non-Employee Director Compensation Policy for Board and Committee Service

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation policy for non-employee directors of the company. The Chairman receives an annual retainer of $110,000 and a $75,000 restricted stock grant, while other non-employee directors receive a $50,000 retainer and a $40,000 restricted stock grant. Additional retainers are provided for chairing or serving on key committees, and extra fees are paid for ad hoc committee meetings. The company also reimburses directors for expenses related to attending meetings.

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EX-10.27 2 g25553exv10w27.htm EX-10.27 exv10w27
Exhibit 10.27
Non-Employee Director Compensation
The Chairman of the Board of Directors receives an annual retainer of $110,000 for his services as Chairman and his attendance at meetings of the Board of Directors and committees of the Board. Each other non-employee director (the “non-employee directors”) receives an annual retainer of $50,000 for his or her services as a director. In addition, the Chairman of the Board of Directors receives an annual grant of restricted stock with a value equal to $75,000, and each other non-employee director receives an annual grant of restricted stock with a value equal to $40,000. Chairmen of the Audit, Compensation and Nominating and Governance Committees receive an annual retainer of $35,000, $15,000 and $10,000, respectively. Non-chair members of the Audit Committee receive an annual retainer of $20,000, and non-chair members of the Compensation and Nominating and Governance Committee receive an annual retainer of $5,000.
From time to time, the Board of Directors of the Company may form ad hoc committees. Each non-employee director who serves on an ad hoc committee receives $1,000 for each meeting of the ad hoc committee that he or she attends, whether in person or via telephone, except that the Chair of any ad hoc committee receives $2,000 for each such meeting that he or she attends.
The Company also reimburses each non-employee director for his or her out-of-pocket expenses incurred in attending Board of Directors’ meetings and committee meetings.