.
.
.
Exhibit 10.1
SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION - EFFECTIVE MAY 8, 2006
COMPENSATION SCHEDULE
2006 2005
COMPENSATION COMPENSATION
NON-EMPLOYEE DIRECTOR SCHEDULE SCHEDULE
- --------------------- ------------ ------------
Board of Directors Annual Retainer $75,000 $35,000
Attendance Fee for each Meeting of the Board of Directors n/a $ 1,500
Attendance Fee for each Meeting of the Committees(1) n/a $ 1,000
Lead Director Annual Retainer $30,000 n/a
Audit and Compliance Committee Chair Annual Retainer $10,000 $ 5,000
Compensation Committee Chair Annual Retainer $ 5,000 $ 4,000
Corporate Governance and Nominating Committee Chair Annual Retainer $ 5,000 $ 4,000
- --------
(1) Attendance fee for a committee meeting not held on the same day as a
meeting of the Board of Directors; provided, that the maximum amount
payable to a committee member for attending committee meetings on any
single day shall be $1,000, without regard to the number of committee
meetings held on that day.
RESTRICTED STOCK AWARDS
2006 RESTRICTED 2005 RESTRICTED
NON-EMPLOYEE DIRECTOR STOCK AWARD (1) STOCK AWARD (2)
- --------------------- --------------- ---------------
Richard H. Evans 3,500 3,500
DeWitt Ezell 3,500 3,500
Michael P. Haley 3,500 3,500
Ricki Tigert Helfer 3,500 3,500
William V. Lapham 3,500 3,500
John E. Maupin, Jr. 3,500 3,500
Owen G. Shell, Jr. 3,500 3,500
- -------------
(1) This award will be fully vested and no longer subject to forfeiture upon
the earliest of any of the following conditions to occur: (i) the date
that is immediately prior to the date of the 2007 Annual Meeting of
Stockholders of the Company; (ii) the death or disability of the
non-employee director; or (iii) events described in Section 7.1 of the
Company's Outside Directors Stock and Incentive Compensation Plan (the
"Directors Plan") The realization date for purposes of this award is the
first business day following the earliest to occur of (i) the third
anniversary of the date of grant, or (ii) the date the non-employee
director ceases to be a member of the Board of Directors.
(2) Generally, such shares will be forfeited in their entirety unless the
individual continues to serve as a director of the Company on July 1,
2008. The shares covered by this award that have not been forfeited will
immediately be fully vested and no longer subject to forfeiture upon the
earliest to occur of the following: (i) the third anniversary of the grant
date; (ii) the death or disability of the non-employee director; or (iii)
as provided pursuant to Section 7.1 of the Directors Plan.