EXHIBIT 10.36
COMPENSATION FOR NON-EMPLOYEE
DIRECTORS
On February 2, 2009, the Board
of Directors approved changes to the compensation to non-employee
Board members for services rendered as a director. The
compensation structure for fiscal 2009 and 2008 are as
follows:
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Fiscal 2009
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Fiscal 2008
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Annual fee
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$
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35,000
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$
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35,000
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Attendance at each in-person or
telephonic meeting of the Board of Directors (1)
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$
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1,500
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$
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1,500
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Lead Director annual fee
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$
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15,000
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$
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7,500
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Audit Committee chairperson annual
fee
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$
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10,000
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$
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5,000
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Compensation Committee chairperson
annual fee
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$
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7,500
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$
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5,000
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Governance Committee chairperson
annual fee
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$
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7,500
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$
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5,000
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Special Litigation Committee
chairperson annual fee (2)
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—
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$
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7,500
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Special Committee chairperson fee
(3) (4)
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—
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$
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60,000
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Special Committee member fee
(3)
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—
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$
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40,000
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Attendance at in-person or
telephonic committee meetings taking place on a date other than the
day of a regularly scheduled Board meeting, limit one per day, with
the exception of regularly scheduled telephonic meetings of the
Compensation Committee (5)
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$
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1,500
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$
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1,500
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Attendance at regularly scheduled
telephonic meetings of the Compensation Committee (6)
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$
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1,000
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$
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500
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Attendance at in-person or
telephonic meetings of the Special Committee (3)
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—
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$
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1,500
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Cash consideration upon first
joining the Board of Directors (7)
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—
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$
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100,000
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(1)
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The Board of Directors approved compensation for
attendance at telephonic meetings of the Board, effective
July 23, 2008. Prior to this date, Independent Directors were
not compensated for telephonic meeti
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