Directors Compensation Summary Sheet for Nonemployee Directors

Summary

This document outlines the compensation structure for nonemployee directors serving on the board. Nonemployee directors receive an annual retainer, additional annual payments for serving as chair of the board or various committees, and fees for attending board and committee meetings. Compensation is paid quarterly, and directors are also reimbursed for expenses related to attendance. Additionally, each nonemployee director receives an annual equity-based compensation award. The summary specifies the exact amounts for each type of compensation and the payment schedule.

EX-10.16 2 dex1016.htm DIRECTORS COMPENSATION SUMMARY SHEET Directors Compensation Summary Sheet

Exhibit 10.16

DIRECTORS COMPENSATION SUMMARY SHEET

Nonemployee directors receive compensation for board service. Payment dates are the last working day of March, June, September, and December. That compensation includes:

 

Annual Retainer:

   $51,000

Chair Retainers:

   $125,000 annually for the Non-Executive Chairman of the Board
   $30,000 annually for lead independent director (i.e., Outside Directors Committee chair) if there is no Non-Executive Chairman of the Board
   $30,000 annually for Audit Committee chair
   $20,000 annually for Executive Compensation Committee chair
   $10,000 annually for Governance and Nominating Committee chair and all other committee chairs

Attendance Fees:

   $2,000 for each board meeting (attended in person, conducted by telephone, or written consent in lieu of meeting)
   $1,000 for each committee meeting (attended in person, conducted by telephone, or written consent in lieu of meeting)
   Expenses related to attendance

Equity Based Compensation Award:

   $100,000 annually