2005 Board Compensation Policy Summary for Directors and Committee Chairs
This document outlines the 2005 compensation policy for members of the board of directors and committee chairs. It specifies cash payments for attending board and committee meetings, with additional quarterly payments for the Audit Committee Chair. The policy also details stock option grants and stock bonus awards for new and continuing directors and chairs. The compensation structure is designed to reward participation and leadership roles within the board and its committees.
Exhibit 10.2
2005 Board Compensation Policy Summary
Cash Compensation:
| Meetings | 2004 Amount Per Meeting | No. of Meetings (FY 2004) | 2005 Amount Per Meeting | |||||
| Board | 5 | |||||||
| Chair | $ | 7,000 | $ | 7,000 | ||||
| Member | $ | 5,000 | $ | 5,000 | ||||
| Audit Committee | 5 | |||||||
| Chair* | $ | 5,000 | $ | 2,500 | ||||
| Member | $ | 1,500 | $ | 1,500 | ||||
| Governance & Nominating Committee | 5 | |||||||
| Chair | $ | 1,500 | $ | 2,500 | ||||
| Member | $ | 1,000 | $ | 1,000 | ||||
| Compensation Committee | 1 | |||||||
| Chair | $ | 1,500 | $ | 2,500 | ||||
| Member | $ | 1,000 | $ | 1,000 | ||||
| * | For 2005, the Chair will also receive $10,000 per quarter in addition to the $2,500 meeting fee. |
| Other Compensation: | ||
| Automatic Options: | ||
| New Director Grant (1 in FY 2004) | 10,000 options | |
| Continuing Director Grant (4 in FY 2004) | 2,500 options | |
| Continuing Chair Grant (1 in FY 2004) | 3,750 options | |
| Discretionary Options: | ||
| Continuing Director Grant (4 in FY 2004) | 5,000 options | |
| Continuing Chair Grant (1 in FY 2004) | 6,250 options | |
| Stock Bonus Award: | ||
| Director Award (5 in FY 2004) | $25,000 (1,248 shares in 2004) | |
| Chair Award (1 in FY 2004) | $30,000 (1,497 shares in 2004) | |
