Summary of Compensation Arrangements with Non-Employee Directors as of February 28, 2008
This document outlines the compensation and benefits for non-employee directors of the company as of February 28, 2008. Non-employee directors receive an annual retainer, additional fees for chairing committees, and per-meeting fees. The company also reimburses directors for expenses related to their service. While directors are eligible for equity compensation under the company's stock incentive plan, no such awards are currently granted. The arrangement is at-will and does not create additional rights for directors.
MPC EXHIBIT
EXHIBIT 10.[21]
SUMMARY OF COMPENSATION ARRANGEMENTS WITH NON-EMPLOYEE DIRECTORS
AS OF FEBRUARY 28, 2008
The following summarizes the current compensation and benefits received by the Company’s non-employee directors as of February 28, 2008. This document is intended to be a summary of existing oral, at will arrangements, and in no way is intended to provide any additional rights to any non-employee director.
Retainer
Non-employee directors each receive an annual retainer fee of $24,000. The Chairman of the Audit Committee receives an annual retainer of $16,000, the Chairman of the Compensation Committee receives an annual retainer of $9,000 and the Chairman of each of the Corporate Governance/Nominating Committee and Diversity Committee receives an annual retainer of $6,000. A director that chairs more than one committee receives a retainer with respect to each Committee he chairs. All of the retainers are paid on a quarterly basis.
Meeting Fees
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| Per meeting fees for non-employee directors are as follows: |
| – | For meetings of the Board of Directors, Compensation Committee, Corporate Governance/Nominating Committee and Diversity Committee, $1,500. |
| – | For in person meetings of the Audit Committee, $2,500, and for telephone meetings of the Audit Committee, $1,250. In addition, the Chairman gets an additional $1,500 for preparing to conduct each quarterly meeting. |
Equity Compensation
Under the terms of the Company’s 2004 Stock Incentive Plan, directors are eligible to receive stock options, stock awards, and other types of equity-based compensation awards. However, the Company does not make any such awards to non-employee directors under its current compensation practices.
All non-employee directors are entitled to reimbursement of expenses for all services as a director, including committee participation or special assignments.
