Board Resolution on Non-Employee Director Cash Compensation (Effective October 1, 2000)
This resolution, adopted by the Board of Directors, sets the annual cash compensation for non-employee directors at $75,000, with additional payments for committee memberships and chairmanships. Non-employee directors receive $15,000 per year for serving on the Audit or Compensation Committees, $8,000 for other committee memberships, $10,000 for chairing the Audit or Compensation Committees, and $7,000 for chairing other committees (excluding the Executive Committee). No extra fees are paid for meeting attendance, but reasonable expenses are reimbursed. Previous compensation resolutions from January 25, 1995, are revoked.
Exhibit 10(iii)(f.1)
Resolution Adopted by the Board of Directors
Regarding Cash Compensation of Non-employee Directors
September 27, 2000
RESOLVED, that, effective October 1, 2000, each member of the Board of Directors who is not an employee of the Corporation or of any of its affiliated companies (a “non-employee director”) be compensated at the rate of $75,000 per annum, and that in addition,
(a) each non-employee director be compensated at the rate of $15,000 per annum for each membership held on the Board Audit Committee or the Board Compensation Committee and at the rate of $8,000 per annum for each membership held on any other committee established by the Board of Directors or by the Executive Committee, except for the Executive Committee itself; and
(b) each non-employee director designated as Chairman of the Board Audit Committee or the Board Compensation Committee be compensated at the rate of $10,000 per annum and each non-employee director designated as Chairman of any other committee of the Board, except the Executive Committee, be compensated at the rate of $7,000 per annum; and
(c) non-employee directors receive no additional fees for attendance at regular or special meetings of the Board or any committee of the Board, or for execution of written consents to action in lieu of meetings of the Board or any such committee, but be reimbursed for reasonable expenses if any; and that the resolutions regarding non-employee director remuneration adopted by the Board of Directors on January 25, 1995 be, and hereby are, revoked.
