Summary of Compensation Arrangements for Named Executive Officers and Non-Employee Directors

Summary

This document outlines the compensation arrangements for certain executive officers and non-employee directors of the company. Executive officers Daniel McCarthy and L. Russell Mitten are at-will employees without written employment agreements, receiving specified salaries and target bonuses, and are eligible for general employee benefits and potential equity awards. Non-employee directors receive an annual retainer, meeting fees, and additional stipends for committee roles, with the option to receive compensation in cash or stock units. Elections regarding compensation form must be made by December 31 of the prior year.

EX-10.19 2 exhibit10-19.txt COMPENSATION AGREEMENTS Exhibit 10.19 Summary of Compensation Arrangements for Named Executive Officers ----------------------------------------------------------------- Outside of Employment Agreements -------------------------------- The following executive officers, expected to be named executive officers in the Company's proxy statement for its 2005 annual meeting, are at will employees with whom the Company does not have written employment agreements. Their compensation arrangements are as follows: Name Salary Target Bonus - ----- ------ ------------ Daniel McCarthy $ 265,000 75% $198,800 L. Russell Mitten $ 201,800 50% $100,900 In addition, such executive officers are eligible to participate in benefit programs open to our employees generally, including equity awards at the discretion of the Compensation Committee of the board of directors. Summary of Non-Employee Directors' Compensation Arrangements ------------------------------------------------------------ Outside of Formal Plans ----------------------- ANNUAL RETAINER FEE On January 1 of each year he or she serves on the board, each non-employee director will receive an annual retainer fee of $30,000 cash of 5,000 stock units. Each non-employee director must irrevocable elect by December 31 of the prior year whether to receive his or her retainer in cash or units. MEETING FEES Each non-employee director will receive $2,000 for his or her participation in each board and committee meeting. Each Committee Chair and the Lead Director will receive an additional annual stipend, payable in equal quarterly installments on the first business day of the succeeding quarter, in the following amounts: Lead Director $20,000 Audit Committee Chair $25,000 Compensation Committee Chair $15,000 Nominating and Corporate Governance Committee Chair $ 7,500 Retirement Plan Committee $ 5,000 Each non-employee director must elect by December 31 of the prior year whether to receive his or her meeting fees and chairmanship stipend, when applicable, in cash or stock units, or a combination of the two forms of compensation.