Director and Committee Compensation Schedule for Board Members (2007)

Summary

This document outlines the compensation structure for members of the Board of Directors, including annual retainers, meeting fees, and restricted stock grants. Directors receive annual cash retainers, additional fees for attending meetings in person or by phone, and specified stock grants. Special compensation is detailed for the Chairman and certain named directors. Committee chairs and members also receive additional retainers and meeting fees. The agreement specifies the value and timing of stock grants, referencing the company's long-term equity incentive plans.

EX-10.2 2 a07-10679_1ex10d2.htm EX-10.2

Exhibit 10.2

Directors Compensation

Board of Directors Compensation
Board of Directors-Annual Retainer	$30,000
Chairman of the Board-Annual Retainer	$30,000
In person board meeting fee	$2,500 per meeting
Telephonic board meeting fee	$1,000 per meeting
One Time Restricted Stock Grant on April 1, 2007	Valued at $50,000 for Henry F. Frigon and
(Applies only to the directors named in the	$25,000 for each of Bruce A. Quinnell and
right-hand column hereof)	William J. Hunckler III (based on “Fair Market
	Value” on the date of grant as defined in the
	1997 Long-Term Equity Incentive Plan, as
	amended, and the 2004 Long-Term Equity
	Incentive Plan, as amended)
Annual Restricted Stock Grants after June 30, 2007	Valued at $50,000 for each of Henry F.
(Applies only to the directors named in the	Frigon, Bruce A. Quinnell and William J.
right-hand column hereof)	Hunkler III (based on “Fair Market Value” on the date of grant as defined in the 1997 Long- Term Equity Incentive Plan, as amended, and the 2004 Long-Term Equity Incentive Plan, as amended)


Audit Committee Compensation
Chair-Annual Retainer	$20,000
In person audit committee meeting fee	$1,500 per meeting
Telephonic audit committee meeting fee	$750 per meeting


Compensation Committee Compensation
Chair-Annual Retainer	$10,000
In person compensation committee meeting fee	$1,000 per meeting
Telephonic compensation committee meeting fee	$500 per meeting