Summary of Non-Employee Director Compensation Program for Calendar Year 2023

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Summary

This document outlines the compensation program for non-employee directors for 2023. Each non-employee director receives a $100,000 annual base retainer, with additional amounts for the Chairman and committee chairs. Compensation is paid quarterly and may be taken in cash or stock, with options to defer payments under specific plans. Annual restricted stock awards are also granted, subject to a one-year vesting period. The program provides flexibility for directors to elect how they receive and defer their compensation.

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EX-10.5 6 exhibit105summaryofcompens.htm EX-10.5 Document

EXHIBIT 10.5

Summary of Non-Employee
Director Compensation Program for CY2023

•Each non-employee director will receive an annual base retainer of $100,000. The Chairman of the Board, as well as the Committee Chairpersons, will receive additional annual retainer amounts as follows:

oChairman of the Board:                        $250,000
oAudit Committee Chair:                        $25,000
oCompensation & Leadership Development Committee Chair:    $20,000
oCorporate Governance & Nominating Committee Chair:        $20,000
oSustainability Committee Chair:                    $15,000
oTechnology Committee Chair:                    $15,000

•The payments described above will be paid on a quarterly basis.

•The Board will issue annual restricted stock awards (currently, each non-employee director receives stock with a value of $185,000). These awards shall be subject to a minimum one-year vesting.

•Board members will be able to elect to receive up to 100% of their $100,000 base retainer in stock; in addition, the Chairman of the Board and the Committee Chairpersons may elect to receive up to 100% of their additional amounts in stock.

•To the extent that a director does not choose to receive stock in lieu of cash, he or she may defer the cash under the Non-Employee Director Deferred Compensation Plan.

•Directors may elect to defer up to 100% of the equity they are entitled to receive pursuant to the 2009 Non-Employee Directors Stock Deferral Plan.