MSCC Directors’ Compensation Policy Effective September 27, 2007
This policy outlines the compensation structure for directors of MSCC, effective from September 27, 2007. It specifies annual retainers, meeting fees for board and committee participation, and stock option grants for both existing and new directors. The policy details payment amounts for chairs and members, including reduced fees for telephonic meetings, and describes the allocation of restricted shares and stock options as part of director compensation.
EXHIBIT 10.111.2
DIRECTORS’ COMPENSATION POLICY
EFFECTIVE FROM AND AFTER SEPTEMBER 27, 2007
MSCC Board Compensation
| Annual Retainer |
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| Chair |
| $ | 45,000 |
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| Director |
| $ | 25,000 |
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| Board-meeting Fees |
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| Chair/meeting |
| $ | 2,700 |
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| Director/meeting |
| $ | 1,800 |
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| Committee-Meeting Fees |
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| Audit Committee |
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| Chair/meeting |
| $ | 2,400 |
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| Member/meeting |
| $ | 1,200 |
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| Comp Committee |
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| Chair/meeting |
| $ | 1,800 |
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| Member/meeting |
| $ | 1,200 |
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| Gov and Nom Committee |
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| Chair/meeting |
| $ | 1,800 |
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| Member/meeting |
| $ | 1,200 |
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| Telephonic Meetings |
| 60% of the applicable fee above |
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| Stock Option Grants |
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| Grants Effective on the First Business Day of the Fiscal Year: | |||||
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| Annual Grants to |
| 7,000 restricted shares, fully-vested | ||
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| Existing Directors |
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| Grants on Effective on the Day of the Annual Meeting: | |||||
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| Initial Grants to |
| 40,000 shares under a fully-vested, 6-year option | ||
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| New Directors |
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| Additional Grant to |
| 20,000 shares under a fully-vested, 6-year option | ||
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| Chairman |
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