Description of Change in Compensation for Non-Management Directors (Effective January 1, 2007)

Summary

This document outlines changes to the compensation structure for non-management directors, as approved by the Corporate Governance Committee. Starting January 1, 2007, each non-management director will receive an annual cash retainer of $80,000, with no additional fees for attending board or committee meetings. Committee chairpersons will continue to receive extra cash retainers. Additionally, each non-management director will be granted annual equity valued at $80,000, subject to a three-year transfer restriction unless the director retires.

EX-10.III.A.91 2 y31000exv10wiiiwaw91.htm EX-10.III.A.91: DESCRIPTION OF THE CHANGE IN COMPENSATION FOR NON-MANAGEMENT DIRECTORS. EX-10.III.A.91  

Exhibit 10(iii)(A)(91)
Description of the Change in Compensation for Non-Management Directors
In a December meeting of the Corporate Governance Committee (the “Committee”), the Committee approved changes to the total compensation paid to non-management directors. Effective January 1, 2007, each non-management director will be paid an annual cash retainer of $80,000. The Committee has eliminated the payment of board and committee attendance fees and has retained the payment of cash retainers for any non-management director serving as a committee chairperson.
In addition, each non-management director will receive an annual equity grant having a value of $80,000 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.