Exhibit 10.31


 


Director Compensation Summary


 


Non-management directors receive an annual
retainer of $150,000 per year, $60,000 of which will be paid in cash and
$90,000 of which is paid in stock units or restricted stock (as described
below), though a director may elect to receive all of his compensation in stock
units or restricted stock. Non-management directors also received a one-time
cash award of $25,000 upon their election, concurrent with the closing of the
Company’s initial public offering. The Chairman of the Board receives an
additional $15,000 annual retainer, the Chairman of the Audit Committee
receives an additional $20,000 annual retainer, the Chairman of the
Compensation Committee receives an additional $10,000 annual retainer and the
Chairman of the Nominating and Governance Committee receives an additional
$5,000 annual retainer. Members of the Audit Committee receive an additional
$10,000 annual retainer and members of the Compensation Committee receive an
additional $5,000 annual retainer. Commencing with the May 2005 Annual General
Meeting, the compensation for the Nominating and Governance Committee will be
on the same basis as that of the Compensation Committee, with members of the
Nominating and Governance Committee receiving an additional annual retainer of
$5,000 and the Chairman of the Nominating and Governance Committee receiving an
additional annual retainer of $10,000. The Company will generally not pay a fee
for attendance at board or committee meetings, though the Chief Executive
Officer has the discretion to pay attendance fees of $2,000 for extraordinary
or special meetings. In February 2006, the Chairman of the Audit Committee was
awarded an additional fee of $20,000 for work on a special Audit project.


 


An initial
(one-time) grant of restricted shares with a value of $100,000 was awarded to
each non-management director upon  
closing of the IPO or his initial election. These restricted shares will
vest on the day immediately prior to the third annual shareholders meeting at
which directors are elected following the grant of the shares.


 


Retainer
equity awards were granted upon completion of the IPO and will be granted
annually thereafter (usually on the date of the Company’s annual shareholders’
meeting) in the form of stock units until the share ownership guidelines set
forth in the next paragraph have been met. The first 10,000 stock units awarded
to each director will become non-forfeitable on the day immediately prior to
the first annual shareholders meeting at which directors are elected following
the grant of the units. The issuance of Common Shares for these units will be
mandatorily deferred until six months after termination of the director’s
service on the Board of Directors. After the share ownership guidelines discussed
below are met, directors may elect to receive their annual retainer equity
award in the form of either restricted shares that vest on the day immediately
prior to the first annual shareholders meeting at which directors are elected
following the grant of the shares, or stock units that become non-forfeitable
on the day immediately prior to the first annual shareholders meeting at which
directors are elected following the grant of the units, with the issuance of
Common Shares deferred to a later date chosen by the director. Stock units
cannot be sold or transferred until the Common Shares are issued. Dividend
equivalents will be credited to stock units and reinvested as additional stock
units.


 

















 


The Board of
Directors has recommended that each director own at least 10,000 Common Shares
within three years after joining the board. Common Shares represented by stock
units will count toward that guideline, though restricted shares awarded upon a
director’s initial election will not.