Summary of Non-Employee Director Compensation Program for Board Members

Summary

This document outlines the compensation program for non-employee directors of the company. Each director receives an annual retainer of $90,000, split between $40,000 in cash and $50,000 in equity, with options to defer payments. Directors must own company stock equal to five times the annual cash retainer within five years and maintain that level. Additional cash retainers are provided for committee chairs and the lead director. No meeting attendance fees are paid, but travel expenses are reimbursed.

EX-10.1 2 c07679exv10w1.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: $90,000 Payment Structure: The payment structure is divided into two portions: 1) the annual cash retainer; and 2) the annual equity award. The annual cash retainer, in the amount of $40,000, will be paid in cash and all or a portion may be deferred under the Directors' Deferred Compensation Plan. The annual equity award, in the amount of $50,000, all or a portion of which may be deferred under the Directors' Deferred Compensation Plan or paid to the director in shares of stock of the Company if the director has reached the required stock ownership levels. Each non-employee member of the Board of Directors is required to obtain ownership in company stock (or its equivalent) equal to five times the annual cash retainer, which amount is to be achieved within five years of joining the board, and maintain at least five times the annual cash retainer in stock ownership (or its equivalent) while still on the board. Additional Retainers for Committee Chairmen and Lead Director remain unchanged and are as follows: Lead Director - $15,000 Audit Committee - $15,000 Compensation Committee - $7,500 Nominating/Corporate Governance - $5,000 Environmental, Health & Safety - $5,000 Payment Structure: The additional committee chairman retainer will be paid in cash and all or a portion may be deferred under the Directors' Deferred Compensation Plan. Meeting Attendance Fees: None Travel Expenses: Reimbursed