Summary of Non-Employee Director Compensation Program (Effective January 1, 2004)
This document outlines the compensation program for non-employee directors of the company, effective January 1, 2004. Non-employee directors receive annual retainers, meeting fees, and are eligible for stock options and annual stock awards. Compensation varies by role, with additional payments for committee chairs and members. Directors can choose to receive certain payments in cash or company stock and may defer payments. Employee directors do not receive compensation for board service. The program was approved by the Board of Directors on November 20, 2003.
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Exhibit 10.25
Summary of Director Compensation
All non-employee directors receive compensation as set forth below, in accordance with the compensation program for non-employee directors approved by the Board of Directors on November 20, 2003, effective January 1, 2004:
| | Annual Payment | Per In-person Meeting | Per Telephonic Meeting | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Board Meetings | |||||||||
| Vice Chairman of the Board and Lead Independent Director | $ | 45,000 | $ | 2,500 | $ | 1,250 | |||
| Directors | 30,000 | 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.
Upon commencement of service as a director, each non-employee director receives an option to purchase up to 90,000 shares of our common stock, one-twelfth of which vests each calendar quarter for three years. In addition, 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. 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 the payment of the annual retainer, annual stock award and meeting attendance fees.
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