January 1, 2007
annual retainer of $172,000, evenly split between cash and
service as a Committee Chair, an annual retainer fee of $10,000; except
that the Audit Committee Chair annual retainer fee will be
service as an Audit Committee member, an additional annual retainer
service as Lead Director, the current annual retainer fee of $25,000
addition, meeting fees may be paid in some cases for meetings which exceed
number of annually scheduled meetings ($1,100 per meeting) as determined by
Corporate Governance Committee. All fees will be payable to the directors on
quarterly basis in arrears.
the Chief Executive Officer is authorized, in his discretion, to reimburse
non-employee directors for expenses reasonably incurred in attending Board
Committee meetings, including, but not limited to, expenses related to traveling
to and from the meetings.