Board of Directors and Governance Committee Resolutions on Director Compensation (January 25, 2005)

Contract Categories: Human Resources › Compensation Agreements
Summary

This document records resolutions by the Board of Directors and the Governance and Nominating Committee of a company, effective January 1, 2005. The resolutions increase the fees and annual cash retainers paid to directors and committee chairs, as well as the value of stock awards granted to non-employee directors under the Directors Stock Compensation and Deferral Plan. The changes apply to directors serving in various roles and to new directors joining at different times of the year.

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EX-10.(A) 2 dex10a.htm RESOLUTIONS OF BOARD OF DIRECTORS AND GOVERNANCE AND NOMINATING COMMITTEE Resolutions of Board of Directors and Governance and Nominating Committee

Exhibit 10(a)

 

Resolutions Adopted by the Board of Directors on January 25, 2005:

 

RESOLVED that effective January 1, 2005:

 

  •   the fee for each Board and committee meeting, in person or by teleconference, be increased from $1,500 to $1,600;

 

  •   the annual cash retainer fee paid to each director be increased from $50,000 to $65,000;

 

  •   the annual cash retainer fee paid to the chair of the Audit and Examination Committee be increased from $20,000 to $25,000;

 

  •   the annual cash retainer fee paid to the chair of the Human Resources Committee be increased from $10,000 to $20,000; and

 

  •   the annual cash retainer fee paid to each of the chairs of the Credit, Finance, and Governance and Nominating Committees be increased from $10,000 to $15,000.

 

Resolutions Adopted by the Governance and Nominating Committee on January 25, 2005:

 

RESOLVED that effective January 1, 2005, the Fair Market Value of the formula stock award payable under paragraph 1 of Section A of Article V of the Directors Stock Compensation and Deferral Plan (the “Plan”), to each Non-Employee Director who has served as a director of the Company for at least the entire month of April in any year and is elected as a director at the annual meeting of stockholders held that year, shall be increased from $50,000 to $65,000.

 

RESOLVED that effective January 1, 2005, the Fair Market Value of the formula stock award payable under paragraph 2 of Section A of Article V of the Plan, to each Non-Employee Director who first joins the Board after the annual meeting of stockholders in any year but on or before September 30 in such year, shall be increased from $50,000 to $65,000.

 

RESOLVED that effective January 1, 2005, the Fair Market Value of the formula stock award payable under paragraph 3 of Section A of Article V of the Plan, to each Non-Employee Director who first joins the Board on or after October 1 in any year but on or before March 31 of the following year, shall be increased from $25,000 to $32,500.