DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION Director CompensationExecutive Compensation Plan Agreement |
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Form 10-K 2004
EXHIBIT (10)(aa)
DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION
Director Compensation
Employee directors receive no additional compensation for serving on the Board of Directors or Board Committees. Non-employee directors receive the following fees for their service on the Board: annual board retainer $24,000; annual retainer for each Audit Committee member $4,000; annual retainer for each Finance, Nominating and Governance and Compensation Committee Member $2,500; additional annual retainer for Audit Committee Chairman $4,000; additional annual retainer for Compensation Committee Chairman $3,000; additional annual retainer for Finance and Nominating and Governance Chairman $2,000; meeting fee for each Board or Committee Meeting $1,500. Effective in 2003, the Board adopted a policy providing that all committee meetings, including special meetings called by the committee chairman, are compensated at the regular meeting fee rate. Special activity by the committee chairman, as well as any special activity by another committee member that is requested or approved by the committee chairman, is also compensated at the regular meeting fee rate. Non-employee directors are reimbursed by the corporation for reasonable travel expenses related to their performance of services and for director education programs.
In 1990, CTS adopted the Stock Retirement Plan for Non-Employee Directors. Under that plan, a deferred stock unit account was established for each non-employee director. Through January 2004, 800 common stock units and additional units representing dividends on CTS common stock paid were credited annually to each non-employee directors account. When a non-employee director retires from the Board, he or she receives one share of CTS common stock for each deferred stock unit credited to his or her account. On December 1, 2004, the Board of Director






