Summary of Non-Equity Compensation for Non-Employee Directors

Summary

This document outlines the compensation structure for non-employee directors of the company. Non-employee directors receive an annual retainer of $45,000, which can be taken in cash or company stock. They are also paid $2,000 for each board meeting attended and $1,000 for each committee meeting. Additional annual retainers are provided to committee chairs: $12,000 for Audit, $5,000 for HR & Compensation, and $5,000 for Nominating and Governance. The compensation is based on service and meeting participation, with stock valued at the prior quarter's closing price if chosen.

EX-10.38 2 d31390exv10w38.htm SUMMARY OF ARRANGEMENT FOR NON-EQUITY COMPENSATION OF NON-EMPLOYEE DIRECTORS exv10w38  

Exhibit 10.38
Non-Employee Director Compensation
(Summary of Non-Equity Compensation)
     
Element   Amount
Retainer
  $45,000 annually. Directors have the option to take all or part of this retainer as stock, which will be valued at the closing price on the New York Stock Exchange on the last trading day of the fiscal quarter preceding the quarter with respect to which payment is due.
 
   
Board Meeting Fees
  $2,000 per meeting
 
   
Committee Meeting Fees
  $1,000 per meeting
 
   
Committee Chair Retainers
  Audit: $12,000 annually
HR & Compensation: $5,000 annually
Nominating and Governance: $5,000 annually