2006 Non-Employee Directors’ Compensation Plan under 2005 Non-Employee Directors’ Stock Plan
This agreement outlines the 2006 compensation for non-employee directors of the company, as approved by the Board of Directors. Directors receive a base annual compensation of $150,000, with additional amounts for committee chairs and members. Half of the compensation is paid in deferred stock units, which are converted to company stock after a director leaves the Board. Directors can also choose to receive more of their compensation in deferred stock units. The compensation cycle will shift from a calendar year to a Board service year starting in May 2007.
Exhibit 10.1
On December 5, 2005, following recommendations made by the consultant to the Executive Compensation Committee, the Board of Directors approved the 2006 compensation for non-employee directors under the stockholder approved 2005 Non-Employee Directors’ Stock Plan as follows:
All directors | $ | 150,000 | ||
Audit Committee Chair | 25,000 | |||
Audit Committee Members | 10,000 | |||
Chair of Other Committees | 15,000 |
Fifty percent of this compensation is paid in deferred stock units which are paid out in Company stock after the director leaves the Board. Directors may also choose to receive all or part of the remaining fifty percent in deferred stock units.
The Board also approved a transition from a calendar year compensation cycle to a Board service year (May to April) to simplify administration beginning May 2007.
