Summary of Annual Non-Management Director Compensation for Board Members and Chairman

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Summary

This document outlines the annual compensation for non-management directors of the company, including the Chairman. Board members receive a base cash retainer, with additional retainers for committee chairs and the presiding director. Meeting fees are paid for committee meetings exceeding six per year, with different rates for in-person and telephone attendance. Directors are also reimbursed for reasonable expenses. Both board members and the Chairman receive annual stock option grants, vesting over three years. The Chairman receives a higher, all-inclusive annual cash compensation instead of separate retainers and meeting fees.

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EX-10.22 30 y27121exv10w22.htm EX-10.22: SUMMARY OF ANNUAL DIRECTOR COMPENSATION EX-10.22  

EXHIBIT 10.22
SUMMARY OF ANNUAL NON-MANAGEMENT DIRECTOR COMPENSATION
I.   Board Members (Other than the Chairman)
 
A.   Annual Cash Compensation (effective November 9, 2006)
         
Annual Cash Retainer:
   $ 70,000  
 
        
Additional Cash Retainer for Presiding Director:
   $ 3,000  
 
        
Additional Cash Retainer for Chairman of Audit Committee:
   $ 20,000  
 
        
Additional Cash Retainer for Chairman of Compensation Committee:
   $ 10,000  
 
        
Additional Cash Retainer for Chairs of Nominating and Corporate Governance Committee and Strategy Committee:
   $ 5,000  
B.   Meeting Fees
 
    If a Board Committee meets more than six times during a calendar year, then the members thereof shall receive the following fees for attending meetings that exceed six in number:
     
Committee Meeting Fees:
  $1,500 per meeting attended in person, on a day other than a day on which the Board meets
 
    
 
  $1,000 per meeting attended in person, on the same day as a Board meeting
 
    
Telephone Committee
Meeting Fees:
  $750 per meeting attended by conference telephone
    Directors are also reimbursed for reasonable out-of-pocket expenses incurred in attending meetings.
C. Stock Options
    Annual grant of options for 10,500 shares, vesting 1/3 on each of the first three anniversaries of the grant date, expiring seven years from the grant date, except in May 2007.

 

 

II. Chairman of the Board
A. Annual Cash Compensation
    Annual Cash Compensation (in lieu of annual retainer and meeting fees): $250,000
B. Stock Options
    Annual grant of options for 10,500 shares, vesting 1/3 on each of the first three anniversaries of the grant date, expiring seven years from the grant date, except in May 2007.