Description of Compensation Payable to Non-Employee Directors (Effective January 1, 2006)

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation structure for non-employee directors of the Board, effective January 1, 2006. Non-employee directors receive annual retainers, stipends for committee service or chairmanship, and annual grants of restricted stock or deferred stock credits. Additionally, directors are granted stock options upon election and annually thereafter. Compensation amounts vary depending on the director's role, such as Lead Director or committee chair. Fees are paid quarterly, and stock option exercise prices are based on the company's stock price on the New York Stock Exchange.

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EX-10.1 2 j1833001exv10w1.htm EX-10.1 EX-10.1  

Exhibit 10.1
Description of Compensation Payable to Non-Employee Directors
Upon the recommendation of the Compensation Committee of the Board, on February 2, 2006, the Board approved the following compensation payable to each non-employee director of the Board in respect of his service on the Board and/or a committee effective as of January 1, 2006:
             
Annual Retainer(1)
            
Lead Director
$ 69,500        
All Other Non-Employee Directors
$ 34,500        
 
            
Annual Grant of Restricted Stock or Deferred Stock Credits
            
Lead Director
$ 40,000        
All Other Non-Employee Directors
$ 40,000        
 
            
Annual Committee Chairman Stipend(1)
            
Audit Committee
$ 16,500        
Compensation Committee
$ 13,500        
Nominating/Corporate Governance Committee
$ 13,500        
 
            
Annual Stipend for Committee Service
(other than as Chairman)(1)
            
Audit Committee
$ 9,900        
Compensation Committee
$ 8,000        
Nominating/Corporate Governance Committee
$ 8,000        
 
            
Stock Options(2)
One–time grant of 7,000 shares upon election to Board of Directors;
Annual grant of 3,500 shares thereafter
___________________
(1) Directors’ fees are paid quarterly.
(2) The exercise price for each award is the mean between the highest and lowest sales price of the Company’s Capital Stock on the New York Stock Exchange on the last trading day prior to the date of the grant.

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