Non-Employee Director Compensation Term Sheet Effective April 1, 2011
This agreement outlines the compensation structure for non-employee directors of the company, effective April 1, 2011. Directors receive an annual cash retainer of $115,000, with additional fees for serving as Lead Independent Director or as committee chairs. Directors are also granted $130,000 in deferred stock units annually, awarded quarterly and payable at the end of board service or earlier under certain conditions. The agreement specifies special compensation for Mr. Coleman, who served as Non-executive Chairman during a portion of the year.
Exhibit 10.4
Board of Director Compensation
Effective April 1, 2011
| Retainer: | Retainer fees are paid quarterly, at the end of each quarter. Fees are as follows: | |||||
| Annual cash retainer: | $115,000 | |||||
| Additional retainer for Lead Independent Director: | $ 25,0001 | |||||
| Additional retainer for Audit Committee: | $ 10,000 | |||||
| Additional retainer for Audit Committee chair: | $ 15,000 | |||||
| Additional retainer for Compensation Committee chair: | $ 15,000 | |||||
| Additional retainer for Government Committee chair: | $ 10,000 | |||||
| Additional retainer for Policy Committee chair: | $ 7,500 | |||||
| Equity Grant: | Directors are awarded an annual equity grant of $130,000 in deferred stock units, awarded quarterly. The deferred stock units will be paid at the conclusion of board service, or earlier, as specified by the director, if he has five or more years of service. | |||||
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1 For the period from April 1, 2011 through July 18, 2011, Mr. Coleman served as Non-executive Chairman of the Board. He was paid an annual cash retainer of $250,000 during that period in addition to the annual cash retainer of $115,000 paid to the other Board members. | ||||||
