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

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.