Exhibit 10.38


 


Directors’ Compensation


 


The following table provides information on our
compensation and reimbursement practices for non-employee directors. Mr. Kelly,
who is employed by us, does not receive any compensation for his Board
activities.


 




	
  Annual Director
  Retainer

  	
   

  	
  $

  	
  35,000

  	
   

  
	
  Board Meeting
  Attendance Fees (per meeting)

  	
   

  	
  $

  	
  1,500

  	
   

  
	
  Telephonic
  Meeting Attendance Fees (per meeting)

  	
   

  	
  $

  	
  650

  	
   

  
	
  Committee
  Meeting Attendance Fees (per meeting)

  	
   

  	
  $

  	
  1,500

  	
   

  
	
  Additional
  Retainer for Committee Chair:

  	
   

  	
   

  	
   

  
	
  Governance,
  Compensation & Nominating Committee

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  Operations,
  Nuclear & Environmental Committee

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  Audit Committee

  	
   

  	
  $

  	
  10,000

  	
   

  
	
  Finance
  Committee

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  Stock Equivalent
  Units

  	
   

  	
  $

  	
  64,000

  	
   

  






 


We have a Stock Equivalent Plan for Non-Employee
Directors to more closely align directors’ interests with those of our
shareholders. Under this Stock Equivalent Plan, which is filed as Exhibit 10.16
to this Form 10-K, directors may receive an annual award of stock equivalent
units with each unit having a value equal to one share of our common stock. Stock
equivalent units do not entitle a director to vote and are only payable as a
distribution of whole shares of the Company’s common stock upon a director’s
disability or termination of service. The stock equivalent units fluctuate in
value as the value of our common stock fluctuates. Additional stock equivalent
units are accumulated upon the payment of, and at the same value as, dividends
declared on our common stock.


 


On May 26, 2005, each non-employee director of the
Company received an award of 2,916 stock equivalent units representing
approximately $52,800 in cash value. Mr. Richard H. Truly was elected to the
board of directors in September 2005 and, in October 2005, Mr. Truly received a
pro-rated portion of stock equivalent units valued at approximately $37,100 or
2,053 units. Additional stock equivalent units were accumulated during 2005 as
dividends were paid on our common stock. 


 


Prior to 2005, directors were able to participate in a
deferred compensation plan that provided for deferral of director retainer and
meeting fees until after retirement from the Board. A director could defer
director retainer and meeting fees into the Stock Equivalent Plan. A director
who elected to defer compensation under this plan may receive a premium of 20%
of the compensation that is deferred. In December 2004, the Board amended a
number of executive and director compensation plans, including the Stock
Equivalent Plan for Non-Employee Directors and the Non-Employee Directors
Deferred Compensation Plan, in part to comply with deferred compensation
requirements of new Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), as added by Section 885 of the American Jobs Creation Act
of 2004, and other legislation. As a result of the amendments, participation in
the Stock Equivalent Plan for Non-Employee Directors and the Non-Employee
Directors Deferred Compensation Plan was frozen. The plans will continue to
operate in accordance with their terms with respect to amounts deferred and/or
awarded prior to January 1, 2005. It is expected that the plans will be amended
in 2006 in order to achieve compliance with the new deferred compensation
requirements.


 


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