EX-10.1 COMPENSATION AGREEMENTS

EX-10.1 2 g95655exv10w1.txt EX-10.1 COMPENSATION AGREEMENTS EXHIBIT 10.1 Compensation Arrangements with Non-Employee Directors The following table sets forth the Company's current compensation arrangements with its non-employee directors as revised May 20, 2005, effective April 1, 2005. Annual Retainer -- $35,000, paid quarterly (40% automatically paid in deferred stock units under the Deferred Compensation Plan discussed below) Additional Annual Retainer for Chairman of the Board -- $60,000 Additional Annual Retainer for Chairman of the Audit Committee -- $10,000 Board Meeting Fees -- $2,000 for attendance in person, $1,000 for telephonic attendance Committee Meeting Fees -- $2,000 for attendance in person (except for meeting held on the same day as meeting of the Board), $500 for telephonic attendance Options -- 15,000 shares upon initial election (vesting 3,000 per year), exercisable at market price on date of grant 3,000 shares per year upon each re-election (increasing to 5,000 shares per year in 2006, subject to shareholder approval), vesting after 6 months and exercisable at market price on date of grant Once vested, all options remain exercisable for ten years from grant Phantom Stock Deferred Compensation Plan -- Each director may elect to designate all or a portion of his remaining cash compensation to purchase phantom EMS share units at current market prices. Cash payout occurs following retirement as a director or, for voluntary deferrals, after 5 years, subject to the director's limited right to further defer. Payment is based on market value of the common stock at the time paid, and is taxable income to the director only at that time. The Company also reimburses travel expenses incurred in connection with activities as a member of the Board and its Committees.