Compensation Agreement with Non-Executive Chairman Robert R. Schoeberl

Summary

This agreement between the Board of Directors and Robert R. Schoeberl outlines his role as Non-Executive Chairman of the Board. Mr. Schoeberl will receive a supplemental director's fee of $150,000, paid quarterly over one year, along with 15,000 restricted shares and 35,000 stock options that vest over three years. He will also be reimbursed for reasonable travel and business expenses. The agreement is effective as of October 1, 2002.

EX-10.14 6 dex1014.txt COMPENSATION AGREEMENT WITH NON-EXECUTIVE CHAIRMAN EXHIBIT 10.14 Dr. Archie Dykes Chairman of Compensation Committee Board of Directors November 11, 2002 Mr. Robert R. Schoeberl Dear Mr. Schoeberl: Bob, this letter confirms the Board's agreement with you regarding position, compensation and expense reimbursement. Position: Non-Executive Chairman of the Board Supplemental Directors Fee: $150,000 -- Paid in quarterly installments for one year (effective October 1, 2002) -- inclusive of fees otherwise payable under the company's by-laws. As needed assistance except as specified in the company's by-laws. Non-Qualified 15,000 Restricted Shares and 35,000 Options (Vesting ratably Options: over three years on each anniversary) -- Options priced as of close of business on November 11, 2002. Expenses: Reimbursement for reasonable travel and business related expenses. Sincerely, /s/ Dr. Archie Dykes --------------------------- Dr. Archie Dykes