Description of the Change in Compensation for Non-Management Directors and Committee Chairs

EX-10.III.A.73 4 dex10iiia73.htm DESCRIPTION OF CHANGES TO THE COMPENSATION OF NON MANAGEMENT DIRECTORS Description of Changes to the Compensation of Non Management Directors

Exhibit 10(iii)(A)(73)

Description of the Change in Compensation for Non-Management Directors and Committee Chairs

In a July meeting of the Board of Directors (the “Board”), the Board approved changes to the total compensation paid to non-management directors, as well as the annual fees for service as committee chairpersons.

Effective July 22, 2010, each non-management director will be paid an annual cash retainer of $100,000 and annual fees for committee chairpersons increased as follows: the Audit Committee and Compensation and Leadership Talent Committee chairpersons will receive $20,000.

In addition, each non-management director will receive an annual equity grant having a value of $100,000 on the date of grant. All equity grants will be subject to three year transfer restrictions, except in the case of the retirement of a director.