EXHIBIT 10.1
Non-Employee Director Compensation
Non-employee directors are reimbursed for expenses of meeting attendance and will be compensated in 2007 according to the following fee structure:
Board of Directors | |
| Member Annual Retainer | $35,000 plus 3,000 shares of restricted stock* |
All Committees other than Audit Committee and Executive Committee | |
| Chair Annual Retainer | $10,000 |
| Member Annual Retainer | $5,000 |
| Meeting Fees | $1,500 per meeting |
Audit Committee | |
| Chair Annual Retainer | $20,000 |
| Member Annual Retainer | $10,000 |
| Meeting Fees | $1,500 per meeting |
Executive Committee | |
| Meeting Fees | $1,500 per meeting |
*Restrictions on shares of restricted stock lapse on the one-year anniversary of the grant date.
As a further component of the compensation structure, any non-employee director first elected to the Board of Directors after January 1, 2004 will receive shares of Class A Common Stock subject to restrictions on transfer that lapse over a three-year period equal in value to $100,000 based on the fair market value of the Class A Common Stock on the date he/she is first elected to the Board, rounded to the nearest whole share.
In addition to receiving the retainer and attendance fees set forth above for all non-employee directors, the non-Executive Chairman of the Board of Directors receives an annual retainer of $200,000 plus an annual equity grant, which was 6,000 restricted shares for 2007.