Exhibit 10.2
Fiscal 2008
Director Compensation Guidelines
Directors’ compensation is established by
the board of directors upon the recommendation of the Governance
and Nominating Committee. In March 2009, the Governance
and Nominating Committee recommended that compensation for
non-employee directors remain the same for the year following the
annual meeting, including an approximate market value for the
annual equity grant of $40,000; accordingly, the number of shares
of restricted stock or restricted stock units granted for the year
will be based on a more current stock price. As of the
date of the Form 10-K with respect to which this Exhibit is being
filed (the “Form 10-K”), no determination has been made
with respect to a 2009 grant of restricted stock or
restricted stock units to non-employee directors, although this
matter is expected to be considered by the board prior to the
annual meeting. A director who is an employee does
not receive payment for service as a director.
For fiscal
2009, the following compensation guidelines are expected to apply,
with cash retainers payable quarterly in arrears:
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$30,000 as an
annual retainer,
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Chairs of the
Compensation, Executive and Governance and Nominating Committees
each received an additional $7,500 annual retainer,
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Chair of the
Audit Committee received an additional $12,500 annual
retainer,
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$1,500 fee for
each board meeting attended, or each day of such meeting if such
meeting was over multiple days, and $1,000 for each committee
meeting attended, regardless of whether serving as a member of the
committee,
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Reimbursement
of customary expenses (such as travel expenses, meals and lodging)
for attending board, committee and shareholder meetings,
and
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Option to
participate in the deferred compensation plan, with cash fees and
retainer to be invested in phantoms stock units (PSUs) that mirror
our stock and are ultimately paid in cash.
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Option to
participate in the Non-Employee Share Plan, with shares of the
company’s common stock to be issued in lieu a cash for
directors’ fees and annual retainer.
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We also carry
liability insurance and travel accident insurance that covers our
directors. We do not maintain a directors’ retirement plan or
a directors’ legacy or charitable giving plan, although
non-employee directors are permitted to participate in our employee
matching gift program on the same terms as employees, thereby
providing a ma
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