Board Resolution Amending Non-Employee Director Compensation Program
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Summary
The Board of Directors has approved changes to the compensation program for non-employee directors. Effective July 1, 2009, the audit committee chair's annual retainer increases to $10,000, all board and committee meeting fees are eliminated retroactive to June 15, 2009, and the annual cash retainer for each non-employee director rises to $50,000 (with the Board chair remaining at $80,000). Additionally, each director's annual cash retainer is temporarily reduced by $10,000, subject to semi-annual review by the Board.
EX-10.19 3 c52704exv10w19.htm EX-10.19 exv10w19
Exhibit 10.19
RESOLUTIONS OF
THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS
Amendments to Non-employee Director Compensation Program
RESOLVED, that the non-employee director compensation program be amended as follows:
(i) The additional annual retainer for the audit committee chair shall be increased to $10,000 effective July 1, 2009;
(ii) All board and committee meeting fees shall be eliminated retroactive to June 15, 2009;
(iii) The total annual cash retainer for each non-employee director shall be increased to $50,000, effective as of July 1, 2009 (except that the Board chair total annual retainer shall remain $80,000); and
FURTHER RESOLVED, that the total annual cash retainer for each director be temporarily reduced by $10,000, effective July 1, 2009, subject to semi-annual review until such time as the reduction is no longer deemed necessary by the Board.
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