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This excerpt taken from the AN DEF 14A filed Apr 28, 2006. How
are our directors compensated?
In 2005, we paid each of our non-employee directors an annual
fee for service on our Board of Directors of $25,000, plus
$1,000 for each Board meeting attended in excess of four
annually and for each committee meeting attended. The annual fee
payable to our directors is prorated based on the number of
months served during the year. The Chair of our Audit Committee
also receives an annual fee of $10,000 in recognition of the
additional time commitment and responsibilities associated with
this service. Our directors also are entitled to receipt of an
annual vehicle allowance of $22,500 to purchase or lease a
company vehicle in accordance with our Director Vehicle
Allowance Program, and expense reimbursement in connection with
Board and committee meeting attendance. The annual vehicle
allowance for each of our directors was $22,500 during 2005.
We want our outside directors’ compensation to be aligned
with your interests as stockholders. Accordingly, our 1995
Amended and Restated Non-Employee Director Stock Option Plan
currently provides for an initial grant of options to purchase
50,000 shares of our stock immediately upon the appointment
of a non-employee director to our Board. This plan also provides
for an annual grant of options to purchase 20,000 shares of
our stock at the beginning of each fiscal year to each
non-employee director serving on the Board at such date. Unless
otherwise provided, all options granted under this plan are
fully vested and immediately exercisable. Under this plan, each
grant of options to a non-employee director remains exercisable
for a term of ten years from the grant date so long as the
director remains a member of the Board. The options are
exercisable at a
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price per share equal to the closing price per share of our
stock on the NYSE on the date immediately prior to the grant
date. In accordance with the plan, on January 3, 2006,
Messrs. Brown, Bryan, Burdick, Crowley and Lampert and
Ms. Rosenfeld each received an automatic grant of options
to purchase 20,000 shares of our stock at an exercise price
of $21.73 per share.
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