• | a $75,000 annual cash retainer, payable quarterly in arrears, for all non-employee directors; new directors receive a prorated cash retainer in the quarter from the date they were elected; |
• | a supplemental annual cash retainer of $25,000 for the Chair of the Audit Committee, $20,000 for the Chair of the Compensation, Human Resources & Management Succession Committee and $10,000 each for the Chairs of the Governance and Technology Committees; |
• | a supplemental annual cash retainer of $10,000 for non-Chair members of the Audit Committee, $7,500 for the non-Chair members of the Compensation, Human Resources & Management Succession Committee and $3,750 each for the non-Chair members of the Governance and Technology Committees; |
• | following each annual meeting of shareholders of the Company, continuing directors will receive a grant of Company common stock, in the form of restricted stock units (“RSUs”) with a market value on the grant date of $150,000. These grants vest over a period of one year, subject to accelerated vesting in certain events; |
• | upon first being elected a director of the Company, a director will receive a one-time initial grant of RSUs vesting over a three-year period, with a grant date market value of $175,000. These grants vest over a period of three years, subject to accelerated vesting in certain events; and |
• | the Presiding Director receives a $10,000 annual cash retainer, payable quarterly in arrears. |