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WYN » Topics » Board of Directors Compensation

This excerpt taken from the WYN 8-K filed Jul 19, 2006.

Board of Directors’ Compensation

The following table sets forth the compensation for future services expected to be paid to our non-employee directors following the distribution. All director compensation, other than the new director equity grant, will be pro-rated for 2006.

 

     Compensation(1)(2)

Annual Director Retainer (3)

   $ 150,000

New Director Equity Grant (4)

     75,000

Board and Committee Meeting Attendance Fee

      —

Audit Committee Chair

      20,000

Audit Committee Member

      10,000

Compensation Committee Chair

      15,000

Compensation Committee Member

      7,500

Corporate Governance Committee Chair

      10,000

Corporate Governance Committee Member

      5,000

Executive Committee Member

      8,000
(1) Members of our Board who are also our or our subsidiaries’ officers or employees will not receive compensation for serving as directors (other than travel-related expenses for meetings held outside of our headquarters).
(2) The committee chair stipends and all committee membership stipends will be paid 50% in cash and 50% in deferred stock units. Directors may elect to receive more than 50% of such stipends in deferred stock units.
(3) The Annual Director Retainer, or the Retainer, will be paid on a quarterly basis. The Retainer will be paid equally 50% in cash and 50% in shares of common stock required to be deferred under our Non-Employee Directors Deferred Compensation Plan (described below). Such deferred common stock is referred to as “deferred stock units.” A director may elect to receive the entire Retainer in the form of deferred stock units. The number of shares of common stock to be received pursuant to the common stock portion of the Retainer or any other compensation to be paid in the form of common stock will equal the value of the compensation being paid in the form of common stock, divided by the fair market value of the common stock as of the close of business on the date on which the compensation would otherwise have been paid. Each deferred stock unit will entitle the director to receive one share of common stock following such director’s retirement or termination of service from our Board for any reason. The directors may not sell or receive value from any deferred stock unit prior to such termination of service.
(4) The grant will be made in the form of deferred stock units. The number of units will equal $75,000 divided by the fair market value of a share of our common stock as of the close of business on the date of the grant. Persons serving as our non-employee directors at the time of the distribution will receive their grant as of the first trading day following our distribution.

 

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