Director Fee Schedule Effective May 1, 2009

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation structure for outside directors of the company, effective May 1, 2009. Outside directors receive an annual retainer of $32,200, paid as $25,200 in cash and $7,000 in restricted stock, with additional payments for special service roles such as Board Chair or committee chairs. Directors are also compensated for attending committee and telephone meetings. The schedule specifies payment timing, attendance requirements, and eligibility for special retainers.

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EX-10.4 3 directorfeeschedule.htm DIRECTOR FEE SCHEDULE EFFECTIVE 050109 directorfeeschedule.htm
Exhibit 10.4


Director Compensation
Committee Approved February 17, 2009
Board Approved February 17, 2009
Effective May 1, 2009

Board of Director Retainer:
Outside directors to receive an annual retainer of $32,200 to be paid in a combination of cash and restricted stock.

Cash:  A monthly cash payment of $2,100 ($25,200 annually) to be paid at the beginning of the month following the month of service.  Directors may miss a maximum of two scheduled board meetings without penalty.

Restricted Stock:  Annually, subject to full board approval, timing and vesting qualifications, outside directors will receive an equity award (restricted stock) with an economic value of $7,000.

Special Service Retainer
Special quarterly service retainers are paid the month following the end of the quarter for the following service

Board Chair          $2,800
Audit Chair           $2,500
Compensation Chair              $1,500
Governance/Nominating Chair    $1,500
ALCO Chair          $1,500
Executive committee members     $1,500
(Eligible if non-employee and not receiving Chair
Retainer)

Committee Meetings
In addition to the annual retainer, attendance at committee meetings entitles outside directors to additional compensation in the amount of $200 for attendance at scheduled “in-person” committee meetings and $100 for telephone meetings.

Telephone Board Meetings
Occasionally it is necessary to call a telephone meeting of the board of directors.  Directors attending these meetings are entitled to $100.