Summary Sheet of Non-Employee Director Compensation (Effective May 6, 2005)

Summary

This document outlines the compensation structure for non-employee directors of the company, effective May 6, 2005. Non-employee directors receive an annual cash retainer of $25,000 and an annual deferred stock unit award valued at $40,000. Additional payments are made for attending board and committee meetings, with higher amounts for in-person attendance. Committee chairpersons and the Lead Director receive extra annual retainers. The agreement specifies the amounts and conditions for each type of compensation.

EX-10.4 3 d17096_ex10-4.txt Exhibit 10.4 Summary Sheet of Non-Employee Director Compensation (effective 5/6/05) a. Annual cash retainer -- $25,000 b. Annual deferred stock unit award -- $40,000 value c. Board meeting attendance -- $2,500 per meeting ($750 if attendance by telephone) d. Committee meeting attendance -- $2,500 per meeting ($750 if attendance by telephone) e. Committee chairperson annual retainer -- $5,000 ($15,000 for chairperson of Audit Committee) f. Lead Director annual retainer -- $15,000