Non-Employee Directors Compensation Summary (Effective May 23, 2005)
This document outlines the compensation structure for non-employee directors of the company, effective May 23, 2005. Non-employee directors receive an annual cash retainer of $25,000, fees for attending board and committee meetings, and annual equity grants valued at $40,000. The equity grants vest over three years and are subject to the company's 2002 Long Term Incentive Plan. The compensation schedule also specifies different fees for in-person and teleconference meetings. The changes were approved by the Executive Committee and ratified by the Board of Directors.
Exhibit 10.2
Non-Employee Directors Compensation Summary
Effective May 23, 2005, the Executive Committee approved and the Board of Directors ratified a modification to the Non-Employee Director fees to include an annual cash retainer, an increase in the amount paid for attending Audit Committee meetings and a decrease in the amount paid for attending meetings via teleconference. The revised Non-Employee Director fee schedule is listed below.
| Annual Retainer |
| $25,000 per year beginning 2005 |
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| Board Meeting Fees |
| $2,500 for Board meetings |
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| Committee Meeting Fees |
| $2,000 for Audit Committee meetings |
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| Scheduled Board/Committee Conference Calls |
| $500 per meeting |
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| Annual Equity Grants |
| RSA’s valued at $40,000 at time of grant (based on 10 trading day average) vesting 20%/30%/50% annually on terms consistent with prior years and subject to terms of the Company’s 2002 Long Term Incentive Plan |
