Non-Employee Director Compensation Summary for Board of Directors

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Summary

This document outlines the compensation structure for non-employee directors of the company. Directors receive an annual cash retainer, equity compensation in the form of restricted stock units (RSUs), and additional fees for attending board and committee meetings. Committee chairs and the lead director receive extra annual retainers. Directors are expected to own company stock equal to five times their annual retainer by a specified date. Equity awards vest over three years but accelerate upon retirement. Payments are prorated for retiring directors and subject to specific conditions.

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EX-10.13 10 ex10_13.htm EXHIBIT 10.13 Unassociated Document
Exhibit 10.13
 
NON-EMPLOYEE DIRECTOR COMPENSATION SUMMARY
 
             
Annual Retainer (1)
   $ 48,600          
     
Equity Compensation (2)(3)
   $ 55,400    
 in RSUs
  
     
Fee for Attendance at Board and Committee Meetings (4)
   $ 2,000          
     
Audit Committee Chair – Annual Retainer (1)
   $ 25,000          
     
Compensation Committee Chair – Annual Retainer (1)
   $ 15,000          
     
Governance Committee Chair – Annual Retainer (1)
   $ 10,000          
     
Lead Director – Annual Retainer (1)
   $ 15,000          
 
 

1
Paid in cash at the final Board of Directors meeting in calendar year 2009. Paid pro rata for retiring directors at time of retirement.

2
On February 28, 2007, the Board of Directors established stock ownership guidelines pursuant to which Directors are expected to own stock with a value equal to five times their annual retainer (or $243,000). Directors have until February 28, 2012, to meet the guideline. Restricted stock and restricted stock units are included for the purpose of meeting the guideline and unexercised stock options are not included.

3
Vesting over three years, accelerating on retirement, and priced on the second business day following the filing of the Company’s 10-K. Not paid to directors retiring before grant date. Grant evidenced by current form of notice and award agreement.

4
Paid in cash in connection with each meeting.