Werner Enterprises, Inc. Non-Employee Director Compensation Policy (May 2005)

Summary

Werner Enterprises, Inc. has established a compensation policy for its non-employee directors, effective May 10, 2005. Non-employee directors receive an annual retainer of $10,000, with an additional $10,000 for the Audit Committee chair. They are also paid $2,000 for each board or committee meeting attended (if the committee meeting is not on a board meeting day) and are reimbursed for travel expenses related to these meetings.

EX-10.1 3 wernexh102q05.txt WERNER ENTERPRISES, INC. EXHIBIT 10.1 EXHIBIT 10.1 WERNER ENTERPRISES, INC. NON-EMPLOYEE DIRECTOR COMPENSATION On May 10, 2005, the registrant's Board of Directors approved an annual retainer of $10,000 for its non-employee directors, and an additional $10,000 annual retainer for the Audit Committee chair. In addition to the annual retainers, non-employee directors will continue to receive a fee of $2,000 for each meeting of the Board of Directors and for each committee meeting not held on a day on which a meeting of the Board of Directors is held. Directors will also continue to be reimbursed for travel expenses incurred to attend meetings of the Board of Directors and committee meetings.