Exhibit 10a
Nonemployee Directors’ Compensation
(Effective July 1, 2005)
| Old | New | |||||||
Annual Cash Retainer1¯ 2 | $ | 32,500 | $ | 32,500 | ||||
Lead Director Retainer1 | $ | 6,000 | $ | 10,000 | ||||
Committee Chair Retainers1 | ||||||||
| Audit Committee | $ | 3,000 | $ | 10,000 | ||||
| Board Affairs Committee | $ | 3,000 | $ | 5,000 | ||||
| Finance Committee | $ | 3,000 | $ | 5,000 | ||||
| Compensation and Organization Committee | $ | 3,000 | $ | 5,000 | ||||
| Board Meeting Fee | $ | 1,500 | $ | 1,500 | ||||
| Committee Meeting Fee | $ | 1,000 | $ | 1,000 | ||||
| Grant of Restricted Shares Upon Election to Board | 4,000 | N/A | ||||||
| Annual Equity Grant (Number of shares issued determined by dividing $32,000 by the share price on the date of grant) | N/A | $ | 32,5003 | |||||
1 Paid quarterly in advance.
2 The Director Share Ownership Guidelines (the”Guidelines”) provide that a Nonemployee Director should either own (i) 4,000 or more Common Shares, or (ii) Common Shares having a market value of at least $100,000. If a Nonemployee Director meets the Guidelines in December annually, the Director may elect to receive all or part of his Annual Retainer of $32,500 for the following year in cash. If the Director does not meet these Guidelines, the Director is required to receive $15,000 in Common Shares until he or she meets one of the two Guidelines.
3 Annual Equity Grant for the year 2005 is prorated for the remainder of the year based on an effective date of July 1, 2005.
