Summary Sheet for Director Compensation for Non-Employee and Advisory Directors
This document outlines the compensation structure for non-employee directors and advisory directors of the company, effective as of August 3, 2005. Non-employee directors receive annual retainers, meeting attendance fees, and additional compensation for committee roles. They may also defer cash compensation and receive annual grants of restricted stock and stock options. Restricted stock and options vest after one year. The company provides term life insurance for two specific non-employee directors. Employee directors receive a separate, lower annual retainer.
EXHIBIT 10.2
SUMMARY SHEET FOR DIRECTOR COMPENSATION
The following summary sets forth current rates of cash and other compensation for non-employee directors and advisory directors. Director compensation rates were last adjusted on August 3, 2005. Employee directors receive an annual retainer of $3,000.
| Annual Retainer | |||
| Non-employee directors | $ | 24,000 | |
| Non-employee advisory directors | $ | 3,000 | |
| Board Meeting Attendance Fees | |||
| Non-employee directors | $ | 4,500 | |
| Non-employee advisory directors | $ | 4,500 | |
| Telephone Meeting Fees | $ | 500 | |
| Committee Meeting Attendance Fees | $ | 1,200 | |
| Committee Chair Annual Retainer | |||
| Audit Committee | $ | 6,000 | |
| Compensation Committee | $ | 3,500 | |
| Nominating & Corporate Governance Committee | $ | 3,500 | |
| Presiding Director Annual Retainer | $ | 6,000 | |
Directors may elect to defer their cash compensation into the Company’s Deferred Compensation Program (filed December 10, 2004 as Exhibit 10.1 to the Company’s Form 8-K).
In addition to cash compensation, non-employee directors receive annual grants of restricted stock with a $25,000 market value and at-market stock options with underlying stock having a $40,000 market value under the Flexible Stock Plan, amended and restated, effective May 4, 2005 (filed March 23, 2005 as Appendix B to the Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders). Options are granted at fair market value, vest after one year and have a 10-year term. Restricted stock vests after one year and carries voting and dividend rights from the grant date.
The Company also provides term life insurance for two of its non-employee directors, Mr. Robert Ted Enloe, III and Mr. Richard T. Fisher. The cost of this coverage in 2004 was $1,391 each.
