Summary of Director Compensation

The annual term of service for each member of the Company’s Board of Directors typically begins with the director’s election at the Company’s annual meeting of shareholders. The annual compensation for non-employee directors for the period beginning June 7, 2011, the date of the Company’s 2011 annual meeting of shareholders, is as follows:

In addition, directors will be reimbursed for reasonable expenses incurred in connection with attending board and committee meetings or performing their duties as directors.

 

Non-employee directors also receive an annual grant of restricted stock under the Company’s 2010 Stock Incentive Plan. The number of shares of restricted stock awarded to each non-employee director is determined by dividing fifty percent of the total annual fees payable to that director by the fair market value of the Company’s common stock on the award date (the average of the high and low market price of the stock on the day prior to the grant date), and rounding to the nearest whole share. The restricted stock will become fully vested, and the applicable restrictions will lapse, on the third anniversary of the grant date or, if earlier, when the director dies or is disabled, the annual shareholders meeting following the director’s attainment of age 75, or a change in control of the Company.

 

On June 10, 2011, each non-employee director of the Company received an award of restricted shares of Company common stock, as set forth in the table below: