Terms of Non-Employee Director Compensation Effective for Calendar Year 2005

EX-10.1 2 dex101.htm DESCRIPTION OF COMPENSATION PAYABLE TO NON-EMPLOYEE DIRECTORS Description of Compensation Payable to Non-Employee Directors

Exhibit 10.1

Terms of Non-Employee Director Compensation

Effective for Calendar Year 2005

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The Company’s non-executive Chairman of the Board is paid (in quarterly installments) an annual retainer fee of $75,000, and each other non-employee director is paid an annual retainer fee of $50,000.¹

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Each non-employee director receives an annual stock option grant to purchase 3,000 common shares.²

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The Chairman of the Audit Committee receives an annual retainer of $7,500.

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The Chairmen of the Compensation and Employee Benefits Committee, the Nominating and Corporate Governance Committee and Executive Committee each receive an annual retainer fee of $3,500.

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In addition to the payments described above, all non-employee directors are paid the following fees:

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$2,000 per meeting for attending meetings of the Board of Directors;

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$1,000 for participation in a telephonic Board meeting;

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$1,000 per committee meeting attended; and

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$500 per committee meeting by telephone conference.

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All directors are reimbursed for ordinary and necessary out-of-pocket expenses incurred in attending meetings of the Board of Directors.

¹	Subject to shareholder approval of amendments to the Company’s 2003 Long-Term Equity Incentive Plan to permit director participation in that plan, half of these retainers will be paid in cash and half in the Company’s common shares.

²	These grants are subject to shareholder approval of amendments to the Company’s 2003 Long-Term Equity Incentive Plan to permit director participation in that plan.