Non-Management Director Compensation Policy for Board and Committee Service

Summary

This document outlines the compensation structure for non-management directors of the company. Directors receive an annual board retainer of $100,000, additional retainers for committee membership and chair roles, and quarterly deferred stock unit grants valued at $150,000 per year. The Lead Director receives an extra $50,000 annually. Directors must retain a portion of their stock holdings to meet company guidelines. Compensation is prorated for partial service periods and paid quarterly.

EX-10.8 4 d405160dex108.htm DESCRIPTION OF DIRECTORS COMPENSATION Description of Directors Compensation

Exhibit 10.8

Non-Management Director Compensation

Non-Management Directors:

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Each Director will receive a Board retainer of $100,000 (prorated for partial periods of service), payable in quarterly installments in arrears.

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Each Director will receive an annual Committee retainer of $10,000 (prorated for partial periods of service) for each Committee of which he or she is a member, payable in quarterly installments in arrears.

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Each Committee Chair other than the Chair of the Audit Committee will receive an additional annual Committee Chair retainer of $15,000 (prorated for partial periods of service), payable in quarterly installments in arrears, and the Chair of the Audit Committee will receive an additional annual Committee Chair retainer of $20,000 (prorated for partial periods of service), payable in quarterly installments in arrears.

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Each Director will receive a quarterly deferred stock unit grant, with a value equal to $37,500 (i.e, $150,000 per year) (prorated for partial periods of service), based on the average of the high and low trading prices of the Company’s common stock averaged over the last ten trading days of the quarter. These units will be fully vested upon crediting and will be distributed to the Director on the second anniversary of the grant date unless the Director makes an election prior to the end of the preceding calendar year to defer distribution until termination of the Director’s service on the Board. The units will be distributed 100% in shares of the Company’s common stock.

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Unless the Board exempts a Director, each Director will be required to retain at all times stock representing no less than 50% of the after-tax value of exercised options and shares received upon distribution of deferred stock units until the director holds shares sufficient to meet any equity retention guidelines set forth in the Company’s Corporate Governance Guidelines.

Independent Lead Director

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The Director elected Lead Director shall receive as compensation for his or her services as Lead Director a fee of $50,000 per year in addition to the compensation received by the Director for his or service as a Director and on Committees of the Board.