SUMMARY SHEET FOR 2012 NON-EMPLOYEE/NON-INVESTOR DIRECTOR COMPENSATION

Annual cash retainer of $80,000 paid in four installments on May 1, 2012, August 1, 2012, November 1, 2012 and February 1, 2013 (the “Installment Dates”).  A director may elect to receive the retainer in restricted stock units in lieu of cash. Restricted stock units would be granted at the time of the annual grant of restricted stock units at the closing price of USU on the date that is seven days after the public release of the Company’s quarterly financial results for the first quarter 2012.

 

 

Annual grant of 25,000 restricted stock units.  Restricted stock units are granted on the date that is seven days after the public release of the Company’s quarterly financial results for the first quarter 2012 and vest one year from the date of grant.  However, vesting is accelerated upon (1) the director attaining eligibility for Retirement, (2) termination of the director’s service by reason of death or disability, or (3) a change in control.

 

$100,000 annual fee for Chairman.  $20,000 annual fee for Audit and Finance Committee chairman.  $10,000 annual fee for Compensation Committee chairman.  $7,500 annual fee for all other committees’ chairman.  Chairman fees are paid in cash in four installments on the Installment Dates, although a director may elect to receive their chairman fee in restricted stock units, which would be granted at the time of the annual grant of restricted stock units.

 

If a director chooses to receive restricted stock units as payment for fees that they are otherwise entitled to receive in cash, he or she will receive an incentive payment of restricted stock units equal to 20% of the portion of the annual retainer and chairman fees that the director elects to take in restricted stock units in lieu of cash.  These incentive restricted stock units will vest in equal annual installments over three years from the date of grant, however, vesting is accelerated upon (1) the director attaining eligibility for Retirement, (2) termination of the director’s service by reason of death or disability, or (3) a change in control.  Incentive restricted stock units would be granted at the time of the annual grant of restricted stock units at the closing price of USU on the date that is seven days after the public release of the Company’s quarterly financial results for the first quarter 2012.