Summary of Non-Employee Director Compensation Arrangements
This document outlines changes to the compensation structure for non-employee directors approved by the Board of Directors. Effective July 1, 2007, committee membership fees for certain committees will increase, with specific provisions for directors serving on multiple committees. Starting January 1, 2008, meeting fees and certain retainers will be eliminated, the annual retainer will increase, and additional fees will be provided to the Presiding Director and committee chairs. The minimum required deferral in the Deferred Compensation Program will also be reduced. These changes apply to non-employee directors of the company.
Exhibit 10.2
SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION ARRANGEMENTS
At its meeting on April 24, 2007, the Board of Directors approved the following non-employee director compensation arrangements to become effective as indicated below:
1. Effective July 1, 2007, the committee membership fees for the Compensation & Organization Committee and the Corporate Governance & Public Policy Committee will be increased from $5,000 to $10,000 (from $6,000 to $11,000 for the chairmen); provided that if a director serves on both committees, the director will receive only one such $5,000 increase.
2. Effective January 1, 2008: (a) all meeting fees, committee membership fees and the Presiding Director retainer of $1,000 will be eliminated; (b) the annual retainer will be increased from $100,000 to $180,000; (c) the Presiding Director and the committee chairs will receive an additional annual fee of $5,000; and (d) the Deferred Compensation Program for Non-Employee Directors will be amended to change the required minimum deferral amount from 70% to 50%.
