NON-EXECUTIVE DIRECTOR COMPENSATION PROGRAM
Annual Retainers | ||||
· Annual Retainer for each Director | $ | 60,000 | (1) | |
· Annual Additional Retainer for Chair of Audit Committee | $ | 15,000 | (2) | |
· Annual Additional Retainer for Chair of Compensation Committee | $ | 5,000 | (2) | |
· Annual Additional Retainer for Chair of Board Affairs Committee | $ | 5,000 | (2) | |
· Annual Additional Retainer for Lead Independent Director | $ | 25,000 | (2) | |
Meeting Fees | ||||
· Board Members | $ | 2,000 | (3) | |
· Committee Members | $ | 1,500 | (4) | |
· Audit Committee Chair | $ | 4,000 | (5) | |
· Board Affairs Committee Chair | $ | 3,000 | (5) | |
· Compensation Committee Chair | $ | 3,000 | (5) | |
· Telephonic Board and Committee Meetings | $ | 750 | (6) | |
Equity Compensation | ||||
· Annual Stock Award (fully vested) | $ | 57,500 | (7) | |
· Annual Deferred Stock Award (fully vested) | $ | 57,500 | (8) |
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(1) | Payable quarterly in advance on the first business day of each fiscal quarter. |
(2) | Payable quarterly concurrently with the Annual Retainer. |
(3) | Payable to each non-executive Director per meeting attended in person. |
(4) | Payable to each Committee member (other than Chair) per meeting attended in person. |
(5) | Payable to each Committee Chair per meeting chaired in person. |
(6) | Payable to each non-executive Director and Committee Chair per meeting attended or chaired by telephone. |
(7) | One-fourth granted quarterly, with the number of shares calculated on the basis of the fair market value of the Common Stock as of the first day of each fiscal quarter. |
(8) | One-fourth granted quarterly, with the number of shares calculated on the basis of the fair market value of the Common Stock as of the first day of each fiscal quarter; issued six months after Board service has terminated. |