Summary of Non-Employee Director Compensation for Board Members

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Summary

This document outlines the compensation plan for non-employee directors of the company. Directors receive annual cash retainers, meeting fees, and additional fees for serving as lead director or committee chair. They are also granted stock options and deferred stock awards. Directors can choose to defer their cash compensation or stock awards until after they leave the board, with options for lump sum or installment payouts. The plan specifies payment amounts, timing, and deferral options, ensuring directors are compensated for their service and have flexibility in how they receive their compensation.

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EX-10.66 14 dex1066.htm SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION Summary of Non-Employee Director Compensation

EXHIBIT 10.66

SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION

Cash Compensation: Non-employee directors shall receive the following remuneration:

 

Cash Retainer    $50,000 per year, payable quarterly   
Board Meeting Fee    $ 1,800 per meeting   
Lead Director Fee    $25,000 per year, payable quarterly   
Committee Meeting Fee    $ 1,000 per meeting   
Committee Chairperson Fees:      

Audit

    $25,000 per year, payable quarterly   

Compensation

    $ 9,000 per year, payable quarterly   

Director Affairs

    $ 8,000 per year, payable quarterly   

Finance

    $ 8,000 per year, payable quarterly   

 

Stock Options:    6,000 shares on election to Board and 6,000 shares each year thereafter at the time of the Company’s Annual Meeting.
Deferred Stock:    $50,000 worth of Company stock credited to director’s account under the Non-Employee Directors Deferred Stock Plan each year on July 1, with distribution deferred until retirement.

 

Directors may elect to defer payment of their fees under one or more of the following arrangements:

 

Deferred Cash Plan:    Directors may defer cash fees and other cash compensation into a deferred compensation plan. Interest adjusts annually. Amounts deferred are payable after the director leaves the Board either in lump sum or over time.
Deferred Stock Plan:    The annual deferred stock payment is automatically placed in the Deferred Stock Plan. Directors may also elect to have all cash fees credited into the Deferred Stock Plan, in which case the director will receive a 10 percent increase in that compensation. Dividends are credited to the directors’ accounts and reinvested in Company stock. Payouts are in the form of stock, either in lump sum or over time after the director leaves the Board.