Independent Director Compensation Plan for Board Members (Effective FY06)
This plan outlines the compensation for independent directors of the company, effective from fiscal year 2006 until changed by the board. Directors receive an annual cash retainer, meeting fees, and additional compensation for committee participation. Equity compensation includes stock appreciation rights valued at $15,000 and a grant of 1,000 shares. Committee chairs and members receive extra fees for their roles and attendance. The plan replaces all previous compensation arrangements for independent directors.
EXHIBIT 10.2
INDEPENDENT DIRECTOR COMPENSATION PLAN
| • | COMENCING IN FY06 AND CONTINUING UNTIL REPLACED AND/OR MODIFIED BY THE BOARD. |
| • | REPLACES ALL PREVIOUS INDEPENDENT DIRECTOR COMPENSATION PLANS AND/OR RESOLUTIONS. |
CASH COMPENSATION
| • | ANNUAL RETAINER |
| • | $ 10,8001 |
| • | BOARD MEETING FEES |
$ 1,500 PER MEETING
| • | COMMITTEE FEES |
SEE ATTACHMENT B
EQUITY COMPENSATION
| • | SAR’S2 (or equivalent) valued @ $15,000 |
| • | STOCK GRANT – 1,000 SHARES |
AUDIT COMMITTEE:
Chair compensation - $ 3,000 annually
Meeting compensation - $ 1,500 per meeting
COMPENSATION COMMITTEE:
Chair compensation - $ 1,500 annually
Meeting compensation - $ 1,000 per meeting
NOMINATING AND GOVERNANCE
Chair compensation - $ 1,500 annually
Meeting compensation - $ 1,000 per meeting
| 1 | Chairman’s annual retainer is $ 60,000. |
| 2 | The Compensation committee will recommend to the board each year the exact for of this component. For FY06 it is cash settled SAR’s. |
