Summary Sheet of Director Compensation for Non-Management Directors (Effective May 8, 2008)
This document outlines the compensation structure for non-management directors of the company, effective May 8, 2008. Directors receive both cash and equity compensation, including annual retainers for board and committee service, additional fees for committee chairs and meeting attendance, and equity awards in the form of restricted stock or restricted stock units (RSUs) with a 12-month vesting period. Directors may defer cash and equity compensation under the company's Deferred Compensation Program. Vesting of equity awards accelerates in cases of death, disability, or a change in control.
Exhibit 10.1
SUMMARY SHEET OF DIRECTOR COMPENSATION
The following summary sets forth current rates of cash and equity compensation for non-management directors, effective as of May 8, 2008.
| Compensation Item | Current Compensation | ||
| Cash Compensation | |||
| Board Annual Retainer | $ | 50,000 | |
| Audit Committee | |||
| Chair Annual Retainer | $ | 12,000 | |
| Member Annual Retainer | $ | 8,000 | |
| Compensation Committee | |||
| Chair Annual Retainer | $ | 10,000 | |
| Member Annual Retainer | $ | 6,000 | |
| Nominating & Corporate Governance Committee | |||
| Chair Annual Retainer | $ | 7,500 | |
| Member Annual Retainer | $ | 5,000 | |
| Committee Meeting Fees (all committees; includes telephone meetings) | $ | 1,000 | |
| Equity Compensation (Restricted Stock/Restricted Stock Units) | |||
| Independent Chair Retainer | $ | 75,000 | |
| Board Annual Retainer | $ | 100,000 | |
Directors may defer their cash compensation by participating in the Company’s Deferred Compensation Program (filed February 26, 2008 as Exhibit 10.14 to the Company’s Annual Report on Form 10-K).
Directors may receive the equity component of their compensation in restricted stock or restricted stock units (RSUs). In either case, the awards have a 12-month vesting period ending on the day preceding the next annual meeting of shareholders. Vesting accelerates in the event of death, disability or a change in control of the company. The number of shares is calculated by dividing the dollar value by the closing price of the Company’s stock on the grant date. RSUs are settled in shares of common stock and earn dividend equivalents at a 20% discount to the market price of Company stock on the dividend payment date. Directors may elect to defer settlement of the RSU award for up to 10 years after the grant date.
