exv10w37



 






Exhibit 10.37




Summary of 2007 Director’s Compensation




          Fee Structure. In 2007, each outside director will be paid an annual retainer fee of $50,000
for service on the Board of Directors. In general, 100% of the retainer fee is to be paid in the
form of common stock equivalents, as described below. A director may elect, however, to have up to
40%, or $20,000, of the fee paid in cash. The outside directors will also receive meeting
attendance fees, committee chair and membership fees, and reimbursement of their expenses for
attending meetings of the Board of Directors and its committees. The fees are generally paid in
cash, but at the option of the director may be paid in directors’ stock equivalents. Outside
directors will receive $1,000 for each in-person meeting of the Board of Directors attended, and
$500 for each telephonic meeting. Outside directors who are members of the Audit Committee and
Compensation/Nominating/Governance Committee will receive $1,000 for each in-person meeting, and
$500 for each telephonic meeting attended. Each outside director who serves as a Chairman of the
Audit Committee or the Compensation/Nominating/Governance Committee will be paid a fee of $8,000
per chairmanship. Also, the lead independent director will be paid a $6,000 retainer fee for
serving as the chairman and primary spokesman when the Board of Directors meets in executive
session. Outside directors who serve as members of the Audit Committee or
Compensation/Nominating/Governance Committee will be paid $4,000 per committee membership. Members
of the Three-year Independent Director Evaluation Committee will receive $1,000 for each meeting of
that committee attended.




     Common Stock Equivalents and Restricted Stock. As described above, all or a portion of an
outside director’s retainer fee is generally paid in common stock equivalent units. These
directors’ stock equivalents are payable in cash or, at the Company’s option, shares of common
stock after an outside director ceases to serve as a director. Final distribution of these amounts
may be made either in a lump sum or in installments over a period of years. The directors’ stock
equivalents are issued at 100% of the fair market value on the date of the grant.



     In January 2007, each outside director received 3,500 shares of restricted stock, which vests
on the first anniversary of the date of grant.



     Deferred Compensation Plan. The Company has a voluntary deferred compensation plan for
outside directors. Under the plan, an outside director may elect, prior to commencement of the next
calendar year, to have some or all of the cash portion, that is, up to 40%, or $20,000, of his or
her retainer fee and some or all of his or her meeting fees credited to a deferred compensation
account. The plan provides these directors with various investment options. The investment options
include stock equivalent units of the Company’s common stock, which may be paid out in either cash
or, at the Company’s option, shares of common stock.



 









 





     Restricted Stock in Lieu of Retirement Benefits. In partial satisfaction of residual
obligations under the discontinued retirement plan for directors, Ms. Eickhoff-Smith receives an
annual grant of $15,400 in value of restricted shares of the Company’s common stock. The restricted
shares may not be sold, transferred, assigned, pledged or otherwise encumbered and are subject to
forfeiture if she ceases to serve on the Board prior to the expiration of the restricted period.
This restricted period ends upon Ms. Eickhoff-Smith’s normal retirement from the Board, unless she
is disabled or dies, or the Compensation/Nominating/Governance Committee of the Board, at its
discretion, determines otherwise. During the restricted period, Ms. Eickhoff-Smith will be entitled
to vote the shares and receive dividends.