USI Board of Directors 2005 Compensation Plan for Non-Employee Directors

Summary

This agreement outlines the compensation plan for non-employee directors of USI's Board in 2005. Directors receive an annual cash or stock retainer, additional retainers for committee chairs, annual equity grants, meeting fees, and a special equity grant for new directors. Directors may choose to defer compensation into a company plan. Some equity awards are subject to vesting schedules. The plan specifies the amounts and options available for each type of compensation.

EX-10.1 4 dex101.htm SUMMARY OF COMPENSATION FOR NON-EMPLOYEE DIRECTORS Summary of Compensation for Non-Employee Directors

Exhibit 10.1

USI Board of Directors – 2005 Compensation Plan


	Annual Cash Retainer		$30,000
	(Director may elect to receive in cash or in company stock)

plus	Committee Chair Retainer
		Audit	$20,000
		Compensation	$15,000
	(Director may elect to receive between	Nominating /Lead Director	$15,000
	50% and 100% in company stock)

plus	Annual Equity Grant		$30,000 value
	(fully vested grant of shares)

plus	Meeting Fees (per meeting)
		Board	$1,500
		Committee	$1,000
		Telephonic	Same as above

	New Director Grant of Shares	(upon joining Board)	$40,000 value
	(Restricted Shares subject to 3 year Cliff Vesting schedule)

	Deferred Compensation Plan	Eligible to defer all or a portion of cash compensation into USI Deferred Compensation Plan