2007 Non-Employee Director Compensation Policy

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation policy for non-employee directors of the company for 2007. Non-employee directors receive annual cash retainers, meeting fees, and grants of restricted stock, with additional compensation for committee chairs and members. New directors elected after January 1, 2004, receive restricted shares valued at $100,000, vesting over three years. The non-Executive Chairman receives a higher annual retainer and additional restricted shares. Restrictions on most stock grants lapse after one year. Directors are also reimbursed for meeting-related expenses.

Read More Arrow
EX-10.1 2 ex10-1.htm EXHIBIT 10.1 ex10-1.htm
EXHIBIT 10.1

Non-Employee Director Compensation

Non-employee directors are reimbursed for expenses of meeting attendance and will be compensated in 2007 according to the following fee structure:

Board of Directors
  
  Member Annual Retainer
$35,000 plus 3,000 shares of restricted stock*
   
All Committees other than Audit Committee and Executive Committee
  
  Chair Annual Retainer
$10,000
  Member Annual Retainer
$5,000
  Meeting Fees
$1,500 per meeting
   
Audit Committee
  
  Chair Annual Retainer
$20,000
  Member Annual Retainer
$10,000
  Meeting Fees
$1,500 per meeting
   
Executive Committee
  
  Meeting Fees
$1,500 per meeting
   

*Restrictions on shares of restricted stock lapse on the one-year anniversary of the grant date.

As a further component of the compensation structure, any non-employee director first elected to the Board of Directors after January 1, 2004 will receive shares of Class A Common Stock subject to restrictions on transfer that lapse over a three-year period equal in value to $100,000 based on the fair market value of the Class A Common Stock on the date he/she is first elected to the Board, rounded to the nearest whole share.

In addition to receiving the retainer and attendance fees set forth above for all non-employee directors, the non-Executive Chairman of the Board of Directors receives an annual retainer of $200,000 plus an annual equity grant, which was 6,000 restricted shares for 2007.