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SUMMARY SHEET
OF
2009 COMPENSATION
Directors who are employees of the Company
receive no separate compensation for Board service. Mr. Vea
and Mr. Stevens are the only directors who are also employees
of the Company, and they do not receive any additional compensation
for such service.
Non-employee
directors currently receive the following compensation:
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$12,000 restricted stock retainer,
which vests over a three year period, issued under the
Company’s 2007 Equity Incentive Plan. (If restricted shares
are not available, the annual retainer will be paid in
cash.)
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A copy of the 2007 Equity Incentive
Plan is filed as an exhibit to the Company’s Form 8-K filed
on April 20, 2007.
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$12,000 cash retainer payable in
four quarterly payments.
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$900 cash fee for each Board of
Directors meeting of the Company attended.
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$600 cash fee for each committee
meeting attended.
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Presiding Independent
Director/Committee Chair Fees:
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$2,000 fee payable in four
quarterly payments to Presiding Independent Director.
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$2,000 fee payable in four
quarterly payments to Committee Chairs.
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$900 additional fee for each full
day spent in training at seminars or other training sessions
approved in advance by the Chairman of the Board.
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Reimbursement for travel and other
expenses incurred for attending seminars or other training
sessions.
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Reimbursement for accommodations,
travel or meals in connection with attending corporate, board or
other authorized functions, which includes Board of Directors
meetings, committee meetings, and Board retreats.
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Under the Corporate Governance Principles,
non-employee directors are expected to own shares with an aggregate
value equal to $100,000 within five years of being elected a
director. These guidelines are expected to be complied with by the
end of 2013. For any person becoming a member of the Board after
December 31, 2008, the ownership guidelines are expected to be
complied with within five years of first becoming a member of the
Board.
Compensation
of Named Executive Officers
The executive officers of the Company serve
at
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