MSCC Directors' Compensation Policy Effective February 22, 2006
This policy outlines the compensation structure for directors of MSCC, effective February 22, 2006. It specifies annual retainers, meeting fees for board and committee participation, and stock option grants for both existing and new directors, including additional grants for the board chair. Compensation includes cash payments for attendance and service, as well as stock options with a six-year vesting period. Telephonic meetings are compensated at a reduced rate. The policy ensures directors are compensated for their time and responsibilities.
EXHIBIT 10.111.1
DIRECTORS’ COMPENSATION POLICY
EFFECTIVE FROM AND AFTER FEBRUARY 22, 2006
MSCC Board Compensation
| Annual Retainer | |||
| Chair | $ | 45,000 | |
| Director | $ | 25,000 | |
| Board-meeting Fees | |||
| Chair/meeting | $ | 2,700 | |
| Director/meeting | $ | 1,800 | |
| Committee-Meeting Fees | |||
| Audit Committee | |||
| Chair/meeting | $ | 2,400 | |
| Member/meeting | $ | 1,200 | |
| Comp Committee | |||
| Chair/meeting | $ | 1,800 | |
| Member/meeting | $ | 1,200 | |
| Gov and Nom Committee | |||
| Chair/meeting | $ | 1,800 | |
| Member/meeting | $ | 1,200 |
| Telephonic Meetings | 60% of the applicable fee above | |
| Stock Option Grants | ||
| Grants Effective on the Last Business Day of the Fiscal Year: | ||
| Annual Grants to Existing Directors | 20,000 shrs. under vested, 6-year option | |
| Grants Effective on the Day of the Annual Meeting: | ||
| Initial Grants to New Directors | 40,000 shrs. under vested, 6-year option | |
| Additional Grant to Chairman | 20,000 shrs. under vested, 6-year option | |
