Non-Employee Director Compensation Term Sheet (FY 2007–2008 and Beyond)
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Summary
This agreement outlines the compensation structure for non-employee directors of the company, detailing both cash and equity-based compensation. Directors receive annual retainers, additional fees for chairing committees, and meeting attendance, with specific amounts for fiscal years 2007 and 2008 onward. Equity compensation includes restricted stock grants under the company's stock plans, with vesting and transfer restrictions. The agreement specifies conditions for forfeiture and accelerated vesting in cases such as change in control, death, disability, or retirement.
EX-10.14 4 d50895exv10w14.htm NON-EMPLOYEE DIRECTOR COMPENSATION TERM SHEET exv10w14
Exhibit 10.14
NON-EMPLOYEE DIRECTOR COMPENSATION
1. Cash Compensation
| FY 2007 | FY 2008 & Beyond | |||||||
Member Retainer (Base) -Annual | $ | 23,000 | $ | 72,000 | ||||
Annual Fee in Lieu of Stock Options | $ | 10,000 | N/A | |||||
Chairman Retainer-Annual | $ | 30,000 | $ | 30,000 | ||||
Committee Chair Retainer-Audit | $ | 7,000 | $ | 10,000 | ||||
Committee Chair Retainer-Governance and ECDC | $ | 2,000 | $ | 5,000 | ||||
Standard Board Meeting Fee | $ | 2,000 | N/A | |||||
Committee Meeting Fee | $ | 1,000 | N/A | |||||
Additional Meetings Fee | N/A | $ | 1,500 | |||||
(For each Board of Directors or Committee meeting attended in excess of six meetings per fiscal year) | ||||||||
2. Equity-Based Compensation
Pre-FY 2008: Restricted Stock Grant under 1993 Plan
Restricted stock grant valued at $18,000 made every three years, including on September 1, 2005, based on the last reported sale price of Company stock on the preceding trading day, and in accordance with the 1993 Non-Employee Director Restricted Stock Plan. A non-employee director may sell or otherwise transfer one-third of the shares covered by an award on each anniversary of the date of the award. If a non-employee director ceases to be a director before the restrictions against transfer have lapsed with respect to any shares, then except for death, disability or retirement, the director forfeits such shares. The restrictions lapse upon a change in control.
FY 2008 & Beyond: Restricted Stock Grant under 2006 Long-Term Incentive Plan
Restricted stock grant valued at $20,000 made on January 1 of each year, commencing on January 1, 2008, based on the last reported sale price of Company stock on the preceding trading day, in accordance with the 2006 Long-Term Incentive Plan. Restrictions lapse on the first anniversary date of the award. Awards shall be made in accordance with other terms and forms approved by the Executive Compensation and Development Committee.
