Director Compensation Arrangements Effective December 1, 2005

Summary

This document outlines the compensation plan for non-employee directors of the company as of December 1, 2005. Directors receive annual cash fees for board and committee service, additional fees for committee chairs and executive committee meetings, and annual grants of restricted stock units and restricted stock. The restricted stock units vest in increments if the company meets certain earnings targets, while the restricted stock is fully vested upon grant. Payments are made quarterly, and the plan specifies the amounts and conditions for each type of compensation.

EX-10.17 5 a5091516ex10_17.txt EXHIBIT 10.17 EXHIBIT 10.17 DIRECTOR COMPENSATION ARRANGEMENTS AS OF DECEMBER 1, 2005 Effective as of December 1, 2005, the compensation for the directors who are not our employees was determined to be as follows: Board Meeting Fees: $20,000 per year, payable quarterly Audit Committee Fees: $5,000 per year, payable quarterly Compensation and Governance/ Nominating Committee Fees: $4,000 per year, payable quarterly Executive Committee Fees: $500 per meeting Chairs of Board and Committees: $5,000 per year, payable quarterly Restricted Stock Units*: $20,000 in value Restricted Stock Grant**: 1,000 shares *Annual grant of restricted stock units to be granted as of the first day of each fiscal year, with the number of units to be granted determined by dividing $20,000 by the fiscal year-end stock price. These units vest to the extent of 33-1/3% on the last day of each fiscal year, and the risks of forfeiture lapse as to such increment, if we achieve 95% of our earnings target established by our Board of Directors. **Annual grant of 1,000 shares of Restricted Stock to be granted as of the first day of each fiscal year and to be fully vested at the time of grant.