Summary of Non-Employee Director Compensation Program

Summary

This document outlines the compensation program for non-employee directors of the company. Directors receive an annual retainer of $82,500, with $37,500 paid in cash (optionally deferrable) and $45,000 mandatorily deferred until board service ends. Additional annual retainers are provided for committee chair roles, ranging from $5,000 to $15,000. No meeting attendance fees are paid, but travel expenses are reimbursed. The program is governed by the Directors' Deferred Compensation Plan.

EX-10.1 2 c99827exv10w1.txt SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM EXHIBIT 10.1 SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM The summary of the Plan is as follows: Annual Retainer: $82,500 Payment Structure: $37,500 will be paid in cash, which may be deferred under the Directors' Deferred Compensation Plan. The remaining $45,000 must be deferred under the Directors' Deferred Compensation Plan and cannot be withdrawn until the director leaves the Board of Directors. Additional Committee Chairman Retainer: Lead Director - $15,000 Audit Committee - $15,000 Compensation Committee - $7,500 Nominating/Corporate Governance - $5,000 Environmental, Health & Safety - $5,000 Meeting Attendance Fees: None Travel Expenses: Reimbursed