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Summary of Compensation
Arrangements with Non-Employee Directors, including the
Non-Executive Chairman
(As of August 15, 2009)
The following
summarizes, as of August 15, 2009, the current cash
compensation and benefits received by the Company’s
non-employee directors, including Mr. Fernandez, the
Company’s Non-Executive Chairman of the Board of Directors
(the “Chairman”). The following is a summary of
existing oral, at will, arrangements, and does not provide any
additional rights.
The Company
pays non-employee directors who serve as committee chairpersons
$85,000 per year and all other non-employee directors $70,000 per
year. The Chairman also receives an additional $250,000 in cash for
his or her role as Chairman (the “Chairman’s
Retainer”).
Non-employee
directors also receive the following fees for attendance at
meetings:
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For
committee meetings held in conjunction with regular Board meetings,
committee chairpersons who attend in person (or who participate by
telephone because of illness or the inability to travel) will
receive $1,750 and committee members who attend in person (or who
participate by telephone because of illness or the inability to
travel) will receive $1,500;
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For
special committee meetings (not held in conjunction with regular
Board meetings), committee chairpersons who attend in person or who
participate by telephone will receive $1,750 and committee members
who attend in person or who participate by telephone will receive
$1,500; and
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