Summary of Non-Employee Director Compensation Effective March 24, 2006
This document outlines the compensation structure for non-employee directors of the company, effective March 24, 2006. Non-employee directors receive annual retainers, meeting fees, and are eligible for stock options and awards under the 2004 Omnibus Stock Plan. Compensation varies by role and meeting type, and directors can choose to receive payments in cash or stock, and may defer payments for tax purposes. Employee directors do not receive compensation for board service. The agreement details the amounts and conditions for each type of compensation.
Exhibit 10.27
Summary of Director Compensation
All non-employee director compensation is set forth below, in accordance with the compensation guidelines for non-employee directors approved by the Board of Directors effective as of March 24, 2006:
| Annual Payment | Per In-person Meeting | Per Telephonic Meeting | |||||||
| Board Meetings | |||||||||
| Vice Chairman of the Board and Lead Independent Director | $ | 51,000 | $ | 2,500 | $ | 1,250 | |||
| Directors | 36,000 | 1,500 | 750 | ||||||
| Audit Committee Meetings | |||||||||
| Committee Chair | $ | 10,000 | $ | 2,000 | $ | 1,000 | |||
| Committee Members | — | 1,500 | 1,000 | ||||||
| Other Committee Meetings | |||||||||
| Committee Chair | $ | 5,000 | $ | 1,000 | $ | 650 | |||
| Committee Members | — | 1,000 | 650 | ||||||
Patrick J. Sullivan and Daniel J. Levangie, employee directors of our company, do not receive any compensation for services rendered as a director.
Our non-employee directors are also eligible to participate in our 2004 Omnibus Stock Plan. Under the 2004 Omnibus Stock Plan, each non-employee director may be granted stock options and opportunities to make direct purchases of stock and other equity interests in our company.
The Board of Directors approved an annual option grant to purchase up to 16,000 shares of our common stock, which vests in one-twelfth increments on the first day of each calendar quarter for three years. Also, upon commencement of service as a director, each new non-employee director receives an option to purchase the same number of shares of common stock as the annual option grant in effect at that time. Each non-employee director is entitled, under our Amended and Restated Director Compensation Method Plan, to receive payment of the annual retainer fees for any calendar year either in cash or in shares of our common stock. Each non-employee director is also entitled to receive an annual stock award of 1,000 shares of our common stock, which is earned monthly based on service. Lastly, each non-employee director is paid a cash fee for every meeting attended as set forth above. Each non-employee director may elect to defer for tax purposes the payment of the annual retainer, annual stock award and meeting attendance fees.
