SUMMARY SHEET FOR 2011 NON-EMPLOYEE/NON-INVESTOR DIRECTOR COMPENSATION

$200,000 paid at the beginning of the service year.  $80,000 of the retainer is paid in cash and $120,000 of the retainer is paid in the form of restricted stock units, although a director may elect to receive a greater proportion of the retainer in restricted stock units. Restricted stock units 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 of the Board.  $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 at the beginning of the service year, although a director may elect to receive their chairman fee in restricted stock units.

 

If a director chooses to receive restricted stock units as payment for the part of the annual retainer or chairman 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 are granted at the time the annual retainer is paid.