Nonemployee Directors’ Compensation Schedule (Effective July 1, 2005)

Summary

This document outlines the compensation structure for nonemployee directors of the company, effective July 1, 2005. It details annual cash retainers, additional fees for lead directors and committee chairs, meeting fees, and equity grants. Directors must meet share ownership guidelines to receive their full retainer in cash; otherwise, part of the retainer is paid in company shares. The annual equity grant is based on the share price at the time of grant, and compensation is paid quarterly in advance.

EX-10.A 2 exhibit1.htm EX-10.A EX-10.a

Exhibit 10a

Nonemployee Directors’ Compensation
(Effective July 1, 2005)


	Old		New
Annual Cash Retainer¹¯ ²	$	32,500	$	32,500
Lead Director Retainer¹	$	6,000	$	10,000
Committee Chair Retainers¹
Audit Committee	$	3,000	$	10,000
Board Affairs Committee	$	3,000	$	5,000
Finance Committee	$	3,000	$	5,000
Compensation and Organization Committee	$	3,000	$	5,000
Board Meeting Fee	$	1,500	$	1,500
Committee Meeting Fee	$	1,000	$	1,000
Grant of Restricted Shares Upon Election to Board		4,000		N/A
Annual Equity Grant (Number of shares issued determined by dividing $32,000 by the share price on the date of grant)		N/A	$	32,500³

¹ Paid quarterly in advance.

² The Director Share Ownership Guidelines (the”Guidelines”) provide that a Nonemployee Director should either own (i) 4,000 or more Common Shares, or (ii) Common Shares having a market value of at least $100,000. If a Nonemployee Director meets the Guidelines in December annually, the Director may elect to receive all or part of his Annual Retainer of $32,500 for the following year in cash. If the Director does not meet these Guidelines, the Director is required to receive $15,000 in Common Shares until he or she meets one of the two Guidelines.

³ Annual Equity Grant for the year 2005 is prorated for the remainder of the year based on an effective date of July 1, 2005.