Summary of Compensation Arrangements for Board of Directors of the Company
This document outlines the compensation structure for the Company's Board of Directors. Directors receive an annual cash retainer of $40,000, paid quarterly, and an annual grant of Company common stock valued at $30,000. Additional annual retainers are provided to committee chairpersons and the Lead Director. Directors are also paid fees for attending board and committee meetings, with reduced fees for telephonic attendance. The Company reimburses directors for reasonable expenses related to their duties. There is no formal written agreement governing these compensation terms.
Exhibit 10.34
SUMMARY OF THE COMPENSATION ARRANGEMENTS OF THE COMPANYS BOARD OF
DIRECTORS
| Directors will be paid an annual retainer of $40,000/fiscal year, payable quarterly in arrears, beginning with the Companys 2007 fiscal year; |
| Directors shall receive an annual grant of Common Stock of the Company with a value of $30,000 pursuant to the Companys 2006 Incentive Plan and in accordance with the terms of the Directors Share Awards Guidelines, beginning with the Companys 2007 annual shareholders meeting; |
| The Chairman of each of the Nominating/Corporate Governance Committee and the Compensation Committee shall receive an additional annual retainer of $5,000 and the Chairman of the Audit Committee of the Board shall receive an additional annual retainer of $10,000, payable quarterly in arrears, beginning with the Companys 2007 fiscal year; |
| The fee paid to each Director for each meeting of the Board that he or she attends shall be $1,500, and shall be $1,000 for each Committee meeting that he or she attends, except that a Director shall receive $500 for any meeting attended telephonically; |
| The Lead Director of the Company shall be paid an additional annual retainer of $10,000/fiscal year, payable quarterly in arrears, beginning with the Companys 2007 fiscal year. |
Additionally, the Company will reimburse directors for all reasonable expenses incurred by them in connection with attendance at any meeting of the Board or its Committees and for travel and other expenses incurred in connection with their duties as Directors of the Company.
There is no written agreement with respect to compensation payable to any Director.