Summary of Non-Employee Director Compensation Schedule and Restricted Stock Awards (Effective May 8, 2006)

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Summary

This document outlines the compensation and stock award terms for non-employee directors of the company, effective May 8, 2006. Non-employee directors receive annual retainers, additional fees for committee and lead roles, and restricted stock awards. The stock awards vest fully upon certain conditions, such as the director's continued service, death, disability, or specific events outlined in the company's Directors Plan. The agreement specifies payment amounts, vesting schedules, and forfeiture conditions for directors who do not meet service requirements.

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EX-10.1 2 g01555exv10w1.txt EX-10.1 NON-EMPLOYEE DIRECTOR COMPENSATION . . . Exhibit 10.1 SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION - EFFECTIVE MAY 8, 2006 COMPENSATION SCHEDULE
2006 2005 COMPENSATION COMPENSATION NON-EMPLOYEE DIRECTOR SCHEDULE SCHEDULE - --------------------- ------------ ------------ Board of Directors Annual Retainer $75,000 $35,000 Attendance Fee for each Meeting of the Board of Directors n/a $ 1,500 Attendance Fee for each Meeting of the Committees(1) n/a $ 1,000 Lead Director Annual Retainer $30,000 n/a Audit and Compliance Committee Chair Annual Retainer $10,000 $ 5,000 Compensation Committee Chair Annual Retainer $ 5,000 $ 4,000 Corporate Governance and Nominating Committee Chair Annual Retainer $ 5,000 $ 4,000
- -------- (1) Attendance fee for a committee meeting not held on the same day as a meeting of the Board of Directors; provided, that the maximum amount payable to a committee member for attending committee meetings on any single day shall be $1,000, without regard to the number of committee meetings held on that day. RESTRICTED STOCK AWARDS
2006 RESTRICTED 2005 RESTRICTED NON-EMPLOYEE DIRECTOR STOCK AWARD (1) STOCK AWARD (2) - --------------------- --------------- --------------- Richard H. Evans 3,500 3,500 DeWitt Ezell 3,500 3,500 Michael P. Haley 3,500 3,500 Ricki Tigert Helfer 3,500 3,500 William V. Lapham 3,500 3,500 John E. Maupin, Jr. 3,500 3,500 Owen G. Shell, Jr. 3,500 3,500
- ------------- (1) This award will be fully vested and no longer subject to forfeiture upon the earliest of any of the following conditions to occur: (i) the date that is immediately prior to the date of the 2007 Annual Meeting of Stockholders of the Company; (ii) the death or disability of the non-employee director; or (iii) events described in Section 7.1 of the Company's Outside Directors Stock and Incentive Compensation Plan (the "Directors Plan") The realization date for purposes of this award is the first business day following the earliest to occur of (i) the third anniversary of the date of grant, or (ii) the date the non-employee director ceases to be a member of the Board of Directors. (2) Generally, such shares will be forfeited in their entirety unless the individual continues to serve as a director of the Company on July 1, 2008. The shares covered by this award that have not been forfeited will immediately be fully vested and no longer subject to forfeiture upon the earliest to occur of the following: (i) the third anniversary of the grant date; (ii) the death or disability of the non-employee director; or (iii) as provided pursuant to Section 7.1 of the Directors Plan.