Amended Non-Employee Director Compensation Plan under 2004 Performance Incentive Plan
This plan outlines how non-employee directors of the company are compensated. Instead of cash, directors receive annual retainers and fees as Restricted Stock Units (RSUs) under the company's 2004 Performance Incentive Plan. RSUs vest in three annual installments, but may vest sooner if a director leaves or if there is a change in control. Directors can defer payment, and dividend equivalents are credited with interest and paid upon vesting. The plan specifies annual fees for directors and committee chairs. Approved by the Board of Directors on May 21, 2009.
Exhibit 10.4
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
| 1) | All director annual retainer and applicable fees will be paid in the form of a grant of Restricted Stock Units (“RSUs”) pursuant to the Company’s 2004 Performance Incentive Plan (the “Plan”). |
| 2) | RSUs will be payable in three equal annual installments beginning on the first anniversary of the grant date but will be payable in full on the earlier of (i) the date the applicable Director ceases to be a Director of the Company or (ii) a Change in Control (as defined in the Plan). |
| 3) | Directors have the option to defer payment of any installment to the later of (i) the date the applicable Director ceases to be a Director of the Company or (ii) such other deferral period as may be required by Internal Revenue Code Section 409A. |
| 4) | Dividend equivalents on the awards are deferred (credited with interest quarterly at the same rate as five-year U.S. government bonds) and paid out at the same time the corresponding portion of the award vests. |
| 5) | The Company shall make payment upon vesting of the RSUs in Company common stock. |
| 6) | The schedule of fees is as follows: |
| Base Fee: | |||
| Director annual retainer | $ | 220,000 | |
| Additional Fees: | |||
| Chairman of the Board | $ | 150,000 | |
| Chairman of Audit Committee | $ | 35,000 | |
| Chairs of other Committees | $ | 20,000 | |
| Audit Committee member other than Chairman | $ | 20,000 |
Approved by the Board of Directors on May 21, 2009
