Exhibit 10.18


 


Summary of Compensation Arrangements for Nonemployee
Directors


 


The Company’s nonemployee
directors are as follows: Robin J. Adams, Robert G. Bohn, Donald G. Calder,
Robin S. Callahan, Paul J. Choquette, Jr., Terry D. Growcock, Stephen P.
Munn, Gregg A. Ostrander, Lawrence A. Sala and Magalen C. Webert.  Mr. Munn serves as Lead Director.  He was appointed Lead Director effective June 25,
2007.  The Company pays Mr. Munn an
annual retainer of $300,000 for his service as a member of the Board of
Directors and as Lead Director.


 


For 2009, the annual fee
paid to each nonemployee director other than Mr. Munn was $50,000.


 


The Board has standing
Executive, Audit, Compensation, Pension and Benefits and Corporate Governance
and Nominating Committees.


 


The following table
summarizes the compensation paid to each nonemployee director for his or her
service to the Board and its Committees during 2009:


 


Director
Compensation Table


 


	
  Name

  	
   

  	
  Fees
  Earned

  or Paid in

  Cash ($)(3)

  	
   

  	
  Stock
  Awards

  ($)(4)

  	
   

  	
  Option

  Awards(5)

  	
   

  	
  Nonqualified

  deferred

  compensation

  earnings ($)(6)

  	
   

  	
  Total ($)

  	
   

  
	
  Robin J. Adams

  	
   

  	
  $

  	
  11,250

  	
   

  	
  $

  	
  49,998

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  61,248

  	
   

  
	
  Robert G. Bohn

  	
   

  	
  $

  	
  67,500

  	
   

  	
  $

  	
  60,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  127,500

  	
   

  
	
  Donald G. Calder(1)

  	
   

  	
  $

  	
  85,000

  	
   

  	
  $

  	
  60,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  145,000

  	
   

  
	
  Robin S. Callahan

  	
   

  	
  $

  	
  95,000

  	
   

  	
  $

  	
  60,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  155,000

  	
   

  
	
  Paul J.
  Choquette, Jr.

  	
   

  	
  $

  	
  85,000

  	
   

  	
  $

  	
  60,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  3,408

  	
   

  	
  $

  	
  148,408

  	
   

  
	
  Terry D. Growcock

  	
   

  	
  $

  	
  65,000

  	
   

  	
  $

  	
  60,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  125,000

  	
   

  
	
  Peter L.A. Jamieson(2)

  	
   

  	
  $

  	
  33,750

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  33,750

  	
   

  
	
  Peter F. Krogh(2)

  	
   

  	
  $

  	
  33,750

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  33,750

  	
   

  
	
  Stephen P. Munn

  	
   

  	
  $

  	
  300,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  300,000

  	
   

  
	
  Gregg A. Ostrander

  	
   

  	
  $

  	
  70,000

  	
   

  	
  $

  	
  60,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  130,000

  	
   

  
	
  Lawrence A. Sala

  	
   

  	
  $

  	
  95,000

  	
   

  	
  $

  	
  60,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  155,000

  	
   

  
	
  Magalen C. Webert

  	
   

  	
  $

  	
  60,000

  	
   

  	
  $

  	
  60,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  120,000

  	
   

  



 






(1)          Mr. Calder’s
term as a director will expire on the date of the 2010 Annual Meeting and he
will retire from the Board of Directors at that time in accordance with the
Board’s retirement policy.  In connection
with his retirement, the Board of Directors approved an amendment to his prior
stock option awards to extend the expiration dates of the options to the
remainder of their ten year term.


 


(2)          Messrs. Jamieson
and Krogh retired from the Board of Directors at the 2009 Annual Meeting on April 20,
2009.  Because Messrs. Jamieson and
Krogh retired in 2009, they each received an award of cash, in lieu of a
restricted stock unit award, prorated for their period of service during 2009
through their retirement dates.


 

















 


(3)          The following directors
received a portion of their annual fee in Shares:  Mr. Bohn — 2,366 Shares, Mr. Ostrander
— 370 Shares, Mr. Sala — 370 Shares and Mrs. Webert — 370 Shares.


 


(4)          The value of the
awards shown in the table is equal to the grant date fair value of the
restricted stock units awarded to the directors in 2009 for financial reporting
purposes.  Note 11 to the Company’s
consolidated financial statements included in the 2009 Annual Report on Form 10-K
contains more information about the Company’s accounting for stock-based
compensation arrangements, including the assumptions used to determine the
grant date fair value of the awards.


 


(5)          As of December 31,
2009, the directors listed in the Director Compensation Table (other than Messrs. Jamieson
and Krogh who were not members of the Board of Directors on December 31,
2009) held options to acquire Shares granted to them under the Company’s
stock-based compensation plans, all of which are fully vested and exercisable,
as follows:


 


	
   

  	
   

  	
   

  	
   

  	
  Option

  	
   

  	
  Total

  	
   

  
	
   

  	
   

  	
  Grant
  Date

  	
   

  	
  Exercise
  Price

  	
   

  	
  Outstanding

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mr. Calder

  	
   

  	
  02/02/05

  	
   

  	
  $

  	
  32.09

  	
   

  	
  2,000

  	
   

  
	
   

  	
   

  	
  05/04/05

  	
   

  	
  $

  	
  36.40

  	
   

  	
  2,000

  	
   

  
	
   

  	
   

  	
  02/08/06

  	
   

  	
  $

  	
  34.43

  	
   

  	
  4,000

  	
   

  
	
   

  	
   

  	
  02/07/07

  	
   

  	
  $

  	
  41.87

  	
   

  	
  4,000

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  12,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mrs. Callahan

  	
   

  	
  02/04/04

  	
   

  	
  $

  	
  28.535

  	
   

  	
  2,000

  	
   

  
	
   

  	
   

  	
  02/02/05

  	
   

  	
  $

  	
  32.09

  	
   

  	
  2,000

  	
   

  
	
   

  	
   

  	
  05/04/05

  	
   

  	
  $

  	
  36.40

  	
   

  	
  2,000

  	
   

  
	
   

  	
   

  	
  02/08/06

  	
   

  	
  $

  	
  34.43

  	
   

  	
  4,000

  	
   

  
	
   

  	
   

  	
  02/07/07

  	
   

  	
  $

  	
  41.87

  	
   

  	
  4,000

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  14,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mr. Choquette

  	
   

  	
  02/05/03

  	
   

  	
  $

  	
  20.03

  	
   

  	
  2,000

  	
   

  
	
   

  	
   

  	
  02/04/04

  	
   

  	
  $

  	
  28.535

  	
   

  	
  2,000

  	
   

  
	
   

  	
   

  	
  02/02/05

  	
   

  	
  $

  	
  32.09

  	
   

  	
  2,000

  	
   

  
	
   

  	
   

  	
  05/04/05

  	
   

  	
  $

  	
  36.40

  	
   

  	
  2,000

  	
   

  
	
   

  	
   

  	
  02/08/06

  	
   

  	
  $

  	
  34.43

  	
   

  	
  4,000

  	
   

  
	
   

  	
   

  	
  02/07/07

  	
   

  	
  $

  	
  41.87

  	
   

  	
  4,000

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  16,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mr. Munn

  	
   

  	
  02/04/04

  	
   

  	
  $

  	
  28.535

  	
   

  	
  10,000

  	
   

  
	
   

  	
   

  	
  02/02/05

  	
   

  	
  $

  	
  32.09

  	
   

  	
  20,000

  	
   

  
	
   

  	
   

  	
  02/08/06

  	
   

  	
  $

  	
  34.43

  	
   

  	
  20,000

  	
   

  
	
   

  	
   

  	
  02/07/07

  	
   

  	
  $

  	
  41.87

  	
   

  	
  20,000

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  70,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mr. Sala

  	
   

  	
  11/06/02

  	
   

  	
  $

  	
  20.00

  	
   

  	
  4,000

  	
   

  
	
   

  	
   

  	
  02/05/03

  	
   

  	
  $

  	
  20.03

  	
   

  	
  2,000

  	
   

  
	
   

  	
   

  	
  02/04/04

  	
   

  	
  $

  	
  28.535

  	
   

  	
  2,000

  	
   

  
	
   

  	
   

  	
  02/02/05

  	
   

  	
  $

  	
  32.09

  	
   

  	
  2,000

  	
   

  
	
   

  	
   

  	
  05/04/05

  	
   

  	
  $

  	
  36.40

  	
   

  	
  2,000

  	
   

  
	
   

  	
   

  	
  02/08/06

  	
   

  	
  $

  	
  34.43

  	
   

  	
  4,000

  	
   

  
	
   

  	
   

  	
  02/07/07

  	
   

  	
  $

  	
  41.87

  	
   

  	
  4,000

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mrs. Webert

  	
   

  	
  02/05/03

  	
   

  	
  $

  	
  20.03

  	
   

  	
  2,000

  	
   

  
	
   

  	
   

  	
  02/04/04

  	
   

  	
  $

  	
  28.535

  	
   

  	
  2,000

  	
   

  
	
   

  	
   

  	
  02/02/05

  	
   

  	
  $

  	
  32.09

  	
   

  	
  2,000

  	
   

  
	
   

  	
   

  	
  05/04/05

  	
   

  	
  $

  	
  36.40

  	
   

  	
  2,000

  	
   

  
	
   

  	
   

  	
  02/08/06

  	
   

  	
  $

  	
  34.43

  	
   

  	
  4,000

  	
   

  
	
   

  	
   

  	
  02/07/07

  	
   

  	
  $

  	
  41.87

  	
   

  	
  4,000

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  16,000

  	
   

  



 


(6)                 The amount shown
represents the portion of interest credited on fees deferred under the Company’s
Deferred Compensation Plan for Non-Employee Directors that is considered above
market under the proxy disclosure rules of the Securities and Exchange
Commission.  In 2009, the deferred fees
accrued interest at five and one-half percent (5.5%).  The above market portion is the amount of
interest credited under the Plan that exceeded 4.23% (120% of the long-term
applicable federal rate under the Internal Revenue Code for January 2009,
compounded quarterly).