Exhibit 10.34
ADDENDUM EFFECTIVE AS OF JANUARY 1, 2005 TO DIRECTOR COMPENSATION PROGRAM
(AMENDED AND RESTATED AS OF JANUARY 1, 2003)
3. COMPENSATION.
In accordance with Section 13 of the Director Compensation Program, each
Nonemployee Director shall receive the following compensation, effective
commencing January 1, 2005.
3.1. CASH COMPENSATION.
3.1.1. Pre-1998 Directors. The Company shall pay each
Pre-1998 Director cash compensation at the rate
of $18,000 per year for such service.
3.1.2. Post-1998 Directors. The Company shall pay each
Post-1998 Director cash compensation at the
rate of $40,000 per year for such service.
3.1.3. Audit Committee Chairperson. The Company shall
pay each Nonemployee Director who serves as
Chairperson of the Audit Committee cash
compensation at the rate of $20,000 per year
for such service.
3.1.4. Corporate Governance Committee Chairperson. The
Company shall pay each Nonemployee Director who
serves as Chairperson of the Corporate
Governance Committee (Lead Director) cash
compensation at the rate of $15,000 per year
for such service.
3.1.5. Other Regular Committee Chairpersons. The
Company shall pay each Nonemployee Director who
serves as Chairperson of any regular Committee
other than the Audit Committee or the Corporate
Governance Committee cash compensation at the
rate of $15,000 per year for such service.
3.1.6. Audit Committee Members. The Company shall pay
each Nonemployee Director who serves as a
member of the Audit Committee, other than the
Chairperson, cash compensation at the rate of
$10,000 per year for such service.
3.1.7. Other Committee Members. The Company shall pay
each Nonemployee Director who serves as a
member (but not as the Chairperson) of any
regular Committee, other than the Audit
Committee or the Corporate Governance
Committee, cash compensation at the rate of
$5,000 per year for such service.
3.1.8. Quarterly Payment. The Company shall pay cash
compensation under this Section 3.1 quarterly
to each Nonemployee Director at the end of each
calendar quarter during which the Nonemployee
Director served in whole or in part.
3.2. STOCK COMPENSATION.
3.2.1. Pre-1998 Directors. The Company shall grant to
each Pre-1998 Director who serves as such as of
the beginning of the calendar year, on the
first trading day of such calendar year, a
number of shares of Common Stock equal to
$20,000 divided by the average per share
closing price for the Common Stock over the
twenty (20) trading days immediately preceding
the date of grant, such number of shares to be
rounded to the nearest number of fifty (50)
shares.
3.2.2. Post-1998 Directors. The Company shall grant to
each Post-1998 Director who serves as such as
of the beginning of the calendar year, on the
first trading day of such calendar year, a
number of shares of Common Stock equal to
$20,000 divided by the average per share
closing price for the Common Stock over the
twenty (20) trading days immediately preceding
the date of grant, such number of shares to be
rounded to the nearest number of fifty (50)
shares.
3.2.3. Pro-Rated Stock Compensation. The Company shall
grant to each Nonemployee Director who becomes
a Director after the beginning of a calendar
year, on the first trading day of the month
following the month during which the Director
begins service, the Pro-Rated Amount of Stock
Compensation under Section 3.2.2 of the Program
for such calendar year.
3.3. DEFERRED STOCK COMPENSATION.
3.3.1. Pre-1998 Directors. The Company shall grant to
each Pre-1998 Director who serves as such as of
the beginning of the calendar year, on the
first trading day of such calendar year, a
number of shares of Deferred Stock equal to
$50,000 divided by the average per share
closing price for the Common Stock over the
twenty (20) trading days immediately preceding
the date of grant, such number of shares to be
rounded to the nearest number of fifty (50)
shares.
3.3.2. Post-1998 Directors. The Company shall grant to
each Post-1998 Director who serves as such as
of the beginning of the calendar year, on the
first trading day of such calendar year, a
number of shares of Deferred Stock equal to
$60,000 divided by the average per share
closing price for the Common Stock over the
twenty (20) trading days immediately preceding
the date of grant, such number of shares to be
rounded to the nearest number of fifty (50)
shares.
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3.3.3. Pro-Rated Deferred Stock Compensation. The
Company shall grant to each Nonemployee
Director who becomes a Director after the
beginning of a calendar year, on the first
trading day of the month following the month
during which the Director begins service, the
Pro-Rated Amount of Deferred Stock Compensation
under Section 3.3.2 of the Program for such
calendar year.
3.3.4. Delivery of Deferred Stock Compensation.
Deferred Stock shall be delivered in a single
issuance to the Director on the first trading
day of the calendar year after termination of
the Director's service on the Board or
thereafter, on a deferred issuance date
determined in accordance with Section 10 of the
Program. Neither dividends nor interest shall
be credited on Deferred Stock under this
Program.
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