2011 Director Fees

EX-10.45 11 dex1045.htm EXHIBIT 10.45 Exhibit 10.45

Exhibit 10.45

2011 Director Fees

For 2011, our non-employee directors will receive the following annual Board fees. These fees are paid on a calendar-year basis, quarterly in advance. No separate meeting attendance fees are paid for attending meetings of Board committees.

 

Board Retainer

    $ 150,000 (1) 

Committee Chair Retainer:

   

Audit Committee

    $ 25,000   

Compensation Committee

    $ 15,000   

Fee for Serving on Audit Committee (other than the Committee Chair)

    $ 10,000   

Lead Director Fee

    $ 50,000   

Non-Executive Chair of the Board Fee

    $ 100,000   

 

(1) For 2011, the annual Board retainer is being paid 50% in cash and 50% in the form of a grant of 11,980 restricted stock units to each of our non-employee directors. The grant was made on January 4, 2011 under our 2008 Omnibus Incentive Plan, as amended. The restricted stock units represent the right to receive an equivalent number of shares of our common stock and have a value of $75,000 based on the closing price of our common stock on January 4, 2011 of $6.26 per share. The restricted stock units vest in four equal quarterly installments on January 4, 2011, April 1, 2011, July 1, 2011 and October 1, 2011, subject to continued service as a director on the applicable vesting date. For Mses. Glyn F. Aeppel and Lynn Krominga, vested shares will be delivered within three days after December 31, 2011 or, if earlier, the date they cease to be directors. For Messrs. Thomas J. Donohue, Stephen D. Harlan, Paul J. Klaassen and William G. Little, who each elected to defer delivery of their vested shares, vested shares will be delivered within three days after they cease to be directors, if later than December 31, 2011. Vesting of the restricted stock units will accelerate upon consummation of a “Change of Control”, as defined in our 2008 Omnibus Incentive Plan, as amended.

In addition, all non-employee directors will be reimbursed for reasonable expenses incurred in attending meetings of the Board or Board committees.

Mark S. Ordan, our chief executive officer, does not receive fees for serving on our Board.