This excerpt taken from the HR DEF 14A filed Mar 27, 2006.
Compensation of Directors
Directors who are employees of the Company receive no additional compensation for their services as directors. During 2006, each non-employee director will receive:
The Companys retirement plan for non-employee directors provides that when an eligible director retires after reaching age 65 and completing five years of service with the Company, such director shall receive an annual amount equal to the directors annual retainer and meeting fee compensation for the plan year immediately preceding retirement from the Board of Directors for a period of not more than 15 years. Currently this amount would range between $38,000 and $50,000, based on the meetings held during 2005. The estate of a director who dies will receive benefits as if the director retired from the Board of Directors on the day before his or her death. If a retired director dies before the end of his or her payment period, his or her estate will receive the remaining benefits for the balance of the payment period.
Each non-employee director receives an automatic grant of shares of the Companys Common Stock annually. Such shares are restricted for three years from the date of grant and are granted as of the Annual Meeting date. In 2005, the non-employee directors each received a grant of 1,000 shares of the Companys Common Stock; in 2006 such number of shares is increased to 2,000 shares per director. Such shares are subject to forfeiture upon the occurrence of certain events. Shares subject to the risk of forfeiture may not be sold, assigned, pledged or otherwise transferred. Subject to the risk of forfeiture and transfer restrictions, directors shall have all rights as shareholders with respect to restricted shares, including the right to vote and receive dividends or other distributions on such shares. As of January 24, 2006, non-employee directors (past and present) had received an aggregate of 27,173 shares of Common Stock under the Companys stock plans for non-employee directors, of which 10,100 remain restricted.