Non-Employee Director Compensation Program for JP Board of Directors (Effective March 2005)

Summary

This agreement outlines the compensation and benefits for non-employee directors of JP, including annual retainers, meeting fees, and stock option grants. Directors receive cash retainers, additional fees for board and committee meetings, and stock options with specific vesting schedules. They may defer fees into investment vehicles, receive matching charitable gift benefits, and are covered by travel accident insurance. Travel expenses for attending meetings are reimbursed. The agreement also details conditions for extra meeting fees and limits on stock option value growth.

EX-10.X 4 g93628exv10wx.htm EX-10(X) EX-10(x)

EXHIBIT 10(x)

03/05

COMPENSATION OF NON-EMPLOYEE DIRECTORS


Ø	Non-Employee Directors receive the following annual retainers (paid in advance semi-annually in May and November, prorated quarterly as applicable) and meeting fees:


Annual Board Retainer:		$	40,000
Lead Director Annual Retainer			10,000
Committee Chair Annual Retainer:			10,000
Audit Committee Annual Retainer (includes eight regularly scheduled meetings per year including conference call meetings) (If there are nine or more meetings, the Audit Chair can call for payment of a $1,000 meeting fee for all participating Committee members in the event any extra meeting exceeds 30 minutes)			5,000
Board Meeting Fee (typically five meetings per year):			2,000
Committee Meeting Fee:
	In connection with Board meeting		500
	Other meeting		1,000


Ø	They also receive stock options as follows through March 2008:


Initial grant upon joining Board (vesting in three annual increments):	$	175,000 face value,
Annual grant each February (one-year vesting):		7,500 shares*
(prorated by quarter if director elected after prior February)
*but growth in face value capped at cumulative compound annual rate of 8% from February 2004 option exercise price


Ø	Under an unfunded fee deferral program, retainer and/or meeting fees may be deferred into one or both investment vehicles. Transfers of account balances between vehicles are not permitted.


	•	Interest rate option tied to 24-month average rate on 7-year Treasuries, fixed at each year end for the next year.

	•	JP phantom stock, with dividend equivalents credited in shares. JP currently hedges the cost of this phantom stock through a Rabbi Trust that holds JP shares.


Ø	Directors also are eligible for matching of charitable gifts up to $5,000 per year.

Ø	Directors also are covered by Travel Accident Insurance.

Ø	JP covers travel expenses for Directors to attend meetings.

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