Description of Compensation Payable to Non-Employee Directors (2005)

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation structure for non-employee directors of the company for the 2005 calendar year. Non-executive directors receive annual retainer fees, additional fees for committee chair roles, meeting attendance fees, and annual stock option grants. Part of the compensation may be paid in company shares, subject to shareholder approval of plan amendments. Directors are also reimbursed for reasonable expenses related to board duties.

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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

 

•   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

 

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

 

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

 

•   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.

 

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

 

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

 

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

 

  •   $1,000 per committee meeting attended; and

 

  •   $500 per committee meeting by telephone conference.

 

•   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.