Schedule of Outside Directors' Annual Compensation for Board and Committee Service

Summary

This document outlines the annual compensation for outside directors of the company. It specifies retainer amounts for the presiding director and other directors, additional retainers for committee chairs, and meeting fees for attendance beyond 24 meetings per year. It also describes the accrual of stock units under the Outside Directors Equity Participation Plan, allowing directors to defer compensation into share equivalents. The agreement sets clear payment terms and options for equity participation for outside directors.

EX-10.2 4 l17860aexv10w2.htm EX-10.2 SCHEDULE OF OUTSIDE DIRECTORS' ANNUAL COMPENSATION EX-10.2

Exhibit 10.2

Schedule of Outside Directors’ Annual Compensation


Component

Board Retainer

Presiding Director		$125,000 ($31,250 per calendar quarter)

All Other Directors		$70,000 ($17,500 per calendar quarter)

Committee Chair Retainer

Audit Committee Chair		$15,000 ($3,750 per calendar quarter)

Other Committee Chairs		$5,000 ($1,250 per calendar quarter)

ODEPP Stock Unit Accruals*		$80,000

Meeting Fees (Board of Committee)**

Attended Meeting		$1,700

Telephonic Meeting		$1,000


*		Under the Outside Directors Equity Participation Plan (the “Plan”), on the first business day of each calendar quarter each director will have $20,000 accrued to his or her plan account. Amounts accrued are converted into units equivalent in value to shares of Common Stock at the fair market value on the accrual date. Directors may also choose to have 25%, 50%, 75% or 100% of his or her retainer and meeting fees deferred and converted into share equivalents under the Plan.

**		Meeting fees only apply for total meetings attended in excess of 24 per year.