Director Compensation Arrangements for Board Members and Audit Committee Chairman
This document outlines the compensation structure for the company's directors. Employee director Gerald Birnbach receives $500 per regular board meeting attended, while non-employee directors receive $2,500 per regular meeting. No fees are paid for special meetings or committee service. The Audit Committee Chairman, Allan Tofias, receives an annual fee of $10,000. Directors may also receive stock options under the company's 2003 Stock Option and Incentive Plan. Additionally, certain directors participate in a medical reimbursement plan covering out-of-pocket health insurance costs.
Exhibit 10.2
Current Director Compensation Arrangements
Mr. Gerald Birnbach, the only director employed by the Company, is paid a fee of $500 per regular meeting attended. Non-employee directors are paid $2,500 per regular meeting attended. No fees are paid to directors for attending special meetings of the Board or for their service on Board committees. The Chairman of the Audit Committee, Allan Tofias, is paid an annual fee of $10,000. Directors are also eligible to receive stock option grants under the Company’s 2003 Stock Option and Incentive Plan. In addition, each of Directors Harvey I. Ptashek, Charles T. Rosen, Keith J. Rowe, Silver J. Silver and Gerald O. Woodlief are participants in the Executive Medical Reimbursement Plan, which provides reimbursement for out-of-pocket costs incurred under the Company’s general health insurance plan.
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