Exhibit 10.19
DIRECTORS’
COMPENSATION
Compensation of directors is annually reviewed
by the Corporate Governance Committee and 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 the following 21 energy companies:
|
Atlas Energy Resources,
LLC
|
|
Cabot Oil & Gas
Corporation
|
|
Chesapeake Energy
Corporation
|
|
CNX Gas Corporation
|
|
El Paso Corporation
|
|
Enbridge Inc.
|
|
Energen Corporation
|
|
Linn Energy, LLC
|
|
Markwest Energy Partners,
L.P.
|
|
MDU Resources
Group, Inc.
|
|
National Fuel Gas Company
|
|
ONEOK, Inc.
|
|
Penn Virginia Corporation
|
|
Questar Corporation
|
|
Range Resources
Corporation
|
|
Sempra Energy
|
|
Southern Union Company
|
|
Southwestern Energy
Company
|
|
Spectra Energy
Corporation
|
|
TransCanada Corporation
|
|
The Williams
Companies, Inc.
|
Set forth below is a description of the 2008
compensation of the company’s non-employee
directors.
Cash
Compensation
·
An annual cash retainer of $40,000
is paid on a quarterly basis. The annual cash retainer was
increased in April 2008 from $30,000.
·
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. These fees are paid on a quarterly basis.
·
For the Audit Committee Chair, an
annual committee chair retainer of $15,000 (no meeting fees).
For Executive, Compensation and Corporate Governance Committee
Chairs, an annual committee chair retainer of $6,000 (no meeting
fees). These chair retainer fees were adopted in
April 2008. Prior to that time, each committee chair
received $500 ($1,500 for Audit Committee Chair) for each meeting
of his or her committee that the chair attended. These fees
are paid on a quarterly basis.
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
