Summary of Compensation Arrangements with Non-Employee Directors
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Summary
This document outlines the compensation for non-employee directors of the company. Directors receive an annual retainer of $60,000, paid quarterly, plus $1,000 and expenses for each meeting attended. They are also granted annual stock options for 5,000 shares, vesting after one year and expiring after ten, unless shares are unavailable, in which case cash is paid instead. Additional cash stipends are provided for certain leadership roles. The non-executive Chairman receives an extra $50,000 and participates in benefit plans. The CEO receives no extra compensation for board service but may receive payments upon change of control or termination.
EX-10.20 3 b68182ncexv10w20.htm EX-10.20 SUMMARY OF COMPENSATION ARRANGEMENTS WITH DIRECTORS exv10w20
EXHIBIT 10.20
SUMMARY OF COMPENSATION ARRANGEMENTS WITH DIRECTORS
Our non-employee directors receive an annual retainer of $60,000 which is paid in quarterly installments. They also receive $1,000 in cash plus expenses for each Board meeting or Committee meeting they attend. In addition, they receive an annual stock option award to purchase 5,000 shares of common stock having an exercise price equal to the fair market value of such shares on the date of award under the provisions of our stock plans. However, in 2007, each non-employee director received cash in lieu of stock options that were issuable to each director but were not issued because the shares were not available under our stock plans. Options issued to non-employee directors vest one year from the date of grant and expire on the tenth anniversary of the date of grant.
We pay our Lead Director an additional $7,500 in cash, our Chairman of the Audit/Finance and Investment Committee an additional $2,500 in cash, and our Chairman of the Leadership and Compensation Committee an additional $1,500 in cash.
Mr. Albert, as our non-executive Chairman, receives the same compensation paid to non-employee directors (other than committee meeting fees) plus an additional stipend of $50,000. He also participates in our benefit plans.
Mr. Brooker, as our President and Chief Executive Officer, does not receive additional or special compensation for serving as a director. In addition, Mr. Brooker will be entitled to receive certain payments upon our change of control or his termination of employment.
