Exhibit 10.20
DIRECTORS’
COMPENSATION
The Corporate
Governance Committee of the Board of Directors discharges the
Board’s responsibilities relating to compensation of
directors. Compensation of directors is reviewed by the
Corporate Governance Committee annually at its April meeting
and is approved by the Board. No compensation is paid to
employee directors for their service as directors.
The Corporate
Governance Committee has engaged Towers, Perrin, Forster &
Crosby, Inc. (“Towers Perrin”), an external human
resources consulting firm, to conduct an annual review of the total
compensation for outside directors. Specifically, retainer
fees, meeting fees, stock-based long-term incentives and insurance
were evaluated using, as the competitive benchmark, levels of total
compensation paid to directors of 30 energy companies (consisting
of Vectren Corp. and the 29 companies constituting the Long Term
Peer Group (as defined under the caption “Peer Groups Define
Competitive Levels of Performance” under “Executive
Compensation”)), and 20 general industry companies of
comparable revenue and equity capitalization size (consisting of
Toll Brothers Inc., Sovereign Bancorp Inc., Teleflex Inc.,
Harsco Inc., Airgas Inc., Analog Devices Inc., Pep Boys-Manny
Moe & Jack (The), Bausch & Lomb Inc., FMC Corp.,
Cabot Corp., Hercules Inc., Ann Taylor Stores Corp., Iron Mountain
Inc., Dow Jones and Co. Inc., Ametek Inc., Carpenter
Technology Corp., Erie Indemnity Company, Covance Inc., Tektronix
Inc., and Reynolds and Reynolds Co.). Set forth below is a
description of the 2007 compensation of the company’s
non-employee directors.
Cash Compensation
·
An annual cash retainer of
$30,000 is paid on a quarterly basis.
·
The cash meeting fee is
$1,500 for each Board and committee meeting attended in
person. If a director participates in a meeting by telephone,
the meeting fee is $750. An additional $500 is paid to each
committee chair ($1,500 for the Audit Committee Chair) for each
meeting of his or her committee that the chair attends.
Equity-Based Compensation
·
In 2003, the company began
granting to each director stock units that vested upon award and
that are payable on a deferred basis under the directors’
deferred compensation plans. In 2007, a grant of 1,730
deferred sto
