Amendment to Non-Employee Director Compensation Policy
This amendment, approved by the Board of Directors in early 2006, updates the compensation policy for non-employee directors of the company. Specifically, it increases the annual retainer for the Chair of the Audit Committee from $15,000 to $20,000, and for the Chair of the Management Development and Compensation Committee from $10,000 to $14,000. The amendment applies to the company's existing non-employee director compensation policy and reflects changes in compensation for these committee chairs.
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.40
AMENDMENT TO NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
In the first quarter of 2006, the Board of Directors amended the Company's non-employee director compensation policy. Prior to the amendment, the Chair of the Audit Committee received a $15,000 annual retainer, and the Chair of the Management Development and Compensation Committee received a $10,000 annual retainer. Under the amended policy, the Chair of the Audit Committee will receive a $20,000 annual retainer, and the Chair of the Management Development and Compensation Committee will receive a $14,000 annual retainer.
QuickLinks
- Exhibit 10.40
