Outside Director Compensation Policy for Board and Committee Service

Summary

This document outlines the compensation structure for the company's outside (non-employee) directors. It specifies annual cash retainers for board and committee roles, per-meeting fees for in-person and telephonic meetings, and additional compensation for special committee service. The policy remains in effect until a previously implemented salary reduction is lifted. Compensation details include specific amounts for board service, committee chairmanships, and special committee participation, with certain payments tied to the duration of committee projects.

EX-10.24 3 v183420_ex10-24.htm

EXHIBIT 10.24

Compensation of Outside Directors

Until the elimination of the previously-implemented (January 2009) 10% salary reduction for employees and equivalent reduction in the compensation payable to the Company’s outside (non-employee) directors, the cash compensation payable to the outside directors is as follows:

the annual cash retainer payable for Company Board-level (as opposed to Committee-level) service will be $27,000;

the annual cash retainer payable to the chairman of the Audit Committee will be $10,800;

the annual cash retainer payable to the chairman of the Compensation Committee will be $8,100;

the annual cash compensation payable to the chairman of the Corporate Governance Committee will be $6,300; and

the annual cash retainer payable to the Lead Independent Director will be $10,800.

The per-meeting fees payable to the outside directors are as follows:

for in-person Board of Directors meetings, $1,440;

for in-person Committee meetings, $1,080; and

for telephonic meetings of the Board of Directors or a Committee lasting less than one hour, an amount equal to 50% of the per meeting for a Board of Directors or Committee meeting, as applicable; and

on and after February 1, 2010, the Chairman of the Joint Special Committee shall be paid additional compensation at the rate of $150 per hour in recognition of his increased responsibilities in connection with the search for a new chief executive officer.

In addition, if and when a Special Committee is needed, the amount of the compensation payable to the members of such Committee will be: $4,500 per month for the chairman; $2,250 per month for the vice-chairman; and $1,800 per meeting for all members of the Special Committee. The additional compensation will be discontinued when any Special Committee project is suspended or concluded.