Director Compensation Memorandum for Board of Directors (Effective July 1, 2010)

Contract Categories: Human Resources › Compensation Agreements
Summary

This memorandum outlines the compensation structure for members of the Board of Directors, effective July 1, 2010. It specifies annual retainers for board service and additional retainers for committee chairs and members, as well as the Chairman of the Board. Directors receive fees for attending board and committee meetings, with different amounts based on the type of attendance. There is also a special service fee for extraordinary full-day services requiring extensive travel. Payments are made quarterly for retainers, and meeting fees are only for formal meetings with prepared minutes.

Read More Arrow
EX-10.43 4 b83162exv10w43.htm EX-10.43 exv10w43
Exhibit 10.43
MEMORANDUM
         
TO:
  Board of Directors    
FROM:
  Bob Licht    
DATE:
  July 2, 2010 (revised October 7, 2010)    
SUBJECT:
  Director Fees and Expenses    
The following is a summary of the retainers and meeting fees payable to directors effective July 1, 2010.
Retainers and Fees
     Annual Retainers
     
$35,000
   Board retainer
$20,000
   additional annual retainer for chair of Finance and Audit Committee
$5,000
   additional annual retainer for members of Finance and Audit Committee (other than Chair)
$15,000
   additional annual retainer for chairs of Corporate Governance Committee, Compensation and Management Development Committee and Science and Technology Committee
$60,000
   additional annual retainer for Chairman of the Board
Annual retainers will be paid in four equal quarterly installments.
     Meeting Fees
     
$2,500
   each Board meeting attended (in person or by videoconference)
$1,500
   each Board meeting attended (by teleconference)
$1,500
   each committee meeting attended (in person or by teleconference)
Meeting fees will be paid for attendance at formal meetings of the Board or its committees, i.e., those for which meeting minutes are prepared. Meeting fees will not be paid for informal gatherings of directors.
     Special Service Fee (extraordinary)
     
$1,000
   each full day of service
The special service fee is for a full day of service, excluding services (and travel) relating to Board or committee meetings, at the request of the Board or the Company and which involves extensive travel by a director. It is expected that situations for which a special service fee is due will be infrequent.