Outside Director Fee Schedule
|
| Exhibit 10.1 |
|
|
|
OUTSIDE DIRECTOR FEE SCHEDULE
| Annual Board Retainer | - | $100,000 |
|
|
|
|
|
|
| Audit Committee Chair Annual Retainer | - | $20,000 |
|
| Audit Committee Member Annual Retainer | - | $10,000 |
|
|
|
|
|
|
| Compensation Committee Chair Annual Retainer | - | $15,000 |
|
| Compensation Committee Member Annual Retainer | - | $ 7,500 |
|
|
|
|
|
|
| Governance Committee Chair Annual Retainer | - | $10,000 |
|
| Governance Committee Member Annual Retainer | - | $ 5,000 |
|
|
|
|
|
|
| Non-Executive Chairperson of Board of Directors Fee | - | $ 50,000 |
|
|
|
|
|
|
| Specially called meeting fee | - | $ 1,000 |
|
In addition to the fees set forth above, each independent director is granted restricted stock under the 2009 Outside Directors' Stock Option and Award Plan (the "2009 Directors' Plan"). The 2009 Directors' Plan provides each independent director with a grant annually of a number of shares of restricted stock equal to the base annual fee paid to such independent director multiplied by 0.8 and divided by the fair market value of a share of common stock of the Company on the date of grant.
Under the Company's Deferred Compensation Plan for Directors, an Outside Director may elect to have all or part of director fees credited to a deferred compensation account in the form of units equivalent to shares of the Company's common stock.
Also, independent directors are provided health insurance coverage on the same terms and conditions as home office employees of the Company. Directors who elect not to participate in the Company’s health insurance plan are paid the estimated cash equivalent for such coverage.
