Description of Nonemployee Directors Compensation Effective November 2, 2011

Summary

This document outlines the compensation structure for nonemployee directors of the company, effective November 2, 2011. Nonemployee directors receive a quarterly cash retainer of $22,500, with the option to defer payment. They also receive an annual grant of restricted share units (RSUs) valued at $140,000, vesting after one year. Additional cash retainers and increased RSU grants are provided for directors serving as Presiding Director or as chairs of key committees. All awards are granted under the company's 2007 Nonemployee Directors’ Equity Incentive Plan.

EX-10.14.2 4 dex10142.htm DESCRIPTION OF NONEMPLOYEE DIRECTORS COMPENSATION Description of Nonemployee Directors Compensation

Exhibit 10.14.2

NONEMPLOYEE DIRECTORS COMPENSATION

Effective November 2, 2011


Annual retainer		$22,500 per quarter, payable in cash or as otherwise elected by a nonemployee director pursuant to the Deferred Compensation Plan (“Deferred Plan”).

Annual RSU grant¹		An annual restricted share unit (“RSU”) grant of the number of RSUs equal to $140,000 divided by the closing price of the Company’s common shares on the date of grant (the “Grant Date Closing Price”); one year cliff vest.

Presiding Director		Additional retainer is $5,000 per quarter, payable in cash or as elected under Deferred Plan. Annual RSU grant value increased by $20,000.

Audit Committee Chair		Additional retainer is $5,000 per quarter, payable in cash or as elected under Deferred Plan.

Human Resources and Compensation Committee Chair		Additional retainer is $3,750 per quarter, payable in cash or as elected under Deferred Plan.

Nominating and Governance Committee Chair		Additional retainer is $2,500 per quarter, payable in cash or as elected under Deferred Plan

¹	Awards to be granted pursuant to the 2007 Nonemployee Directors’ Equity Incentive Plan, as amended.