SUMMARY SHEET FOR DIRECTOR COMPENSATION
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.
