Schedule of Board and Committee Fees Effective June 1, 2005

Summary

This document outlines the compensation structure for board members and committee participants, effective June 1, 2005. It specifies annual retainers and meeting fees for board and committee service, including different rates for in-person and telephone attendance. It also details additional compensation for committee chairpersons and members, and describes eligibility for equity compensation through participation in the company's stock option plans. The agreement applies to non-employee directors and sets out the terms for both cash and equity-based compensation.

EX-10.8 3 c96311exv10w8.txt SCHEDULE OF BOARD AND COMMITTEE FEES . . . EXHIBIT 10.8 SUMMARY OF BOARD FEES
Effective June 1, 2005 -------------------------------------------------------------------------------------- CASH COMPENSATION BOARD MEETINGS Annual Retainer Fee $8,000 Meeting Fee (attended in person) $1,000 Meeting Fee (attended by telephone) $400 COMMITTEE COMPENSATION AUDIT Chairman Retainer $4,000 Chairman Meeting Fee (A) $400 (B) Committee Member Meeting Fee (A) $400 COMPENSATION Chairman Retainer $2,000 Chairman Meeting Fee (A) $400 Committee Member Meeting Fee (A) $400 EQUITY COMPENSATION (C) limited
(A) If meeting is not held substantially simultaneously with a board, or another committee, meeting. (B) To include formal conference calls with accountants/management regarding SEC filings. (C) Currently, directors are eligible for participation in the 1999 Option Plan, which participation was proposed in 1999 in lieu of an increase in cash fees in that year. Each option vests one third annually, on the anniversary date of the grant, and expires ten years after the grant. Under the proposed 2005 Stock Incentive Plan, if adopted by shareholders, awards of options or restricted stock to non-employee directors would be available but limited as provided in the 2005 Plan. PAGE 1