bws10k08ex10_2.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.2

    


    Fiscal
2008 Director Compensation Guidelines

    


    Directors’
compensation is established by the board of directors upon the recommendation of
the Governance and Nominating Committee.  In March 2009, the
Governance and Nominating Committee recommended that compensation for
non-employee directors remain the same for the year following the annual
meeting, including an approximate market value for the annual equity grant of
$40,000; accordingly, the number of shares of restricted stock or restricted
stock units granted for the year will be based on a more current stock
price.  As of the date of the Form 10-K with respect to which this
Exhibit is being filed (the “Form 10-K”), no determination has been made with
respect to a  2009 grant of restricted stock or restricted stock units
to non-employee directors, although this matter is expected to be considered by
the board prior to the annual meeting.   A director who is an
employee does not receive payment for service as a director.

    


    For
fiscal 2009, the following compensation guidelines are expected to apply, with
cash retainers payable quarterly in arrears:

    


    
      	 
      	
              •

            	
              $30,000
      as an annual retainer,

            


    

     

    
      	 
      	
              •

            	
              Chairs
      of the Compensation, Executive and Governance and Nominating Committees
      each received an additional $7,500 annual
  retainer,

            


    

     

    
      	 
      	
              •

            	
              Chair
      of the Audit Committee received an additional $12,500 annual
      retainer,

            


    

     

    
      	 
      	
              •

            	
              $1,500
      fee for each board meeting attended, or each day of such meeting if such
      meeting was over multiple days, and $1,000 for each committee meeting
      attended, regardless of whether serving as a member of the
      committee, 

            


    

     

    
      	 
      	
              •

            	
              Reimbursement
      of customary expenses (such as travel expenses, meals and lodging) for
      attending board, committee and shareholder meetings,
  and

            


    

     

    
      	 
      	
              •

            	
              Option
      to participate in the deferred compensation plan, with cash fees and
      retainer to be invested in phantoms stock units (PSUs) that mirror our
      stock and are ultimately paid in
cash.

            


    

     

    
      	 
      	
              •

            	
              Option
      to participate in the Non-Employee Share Plan, with shares of the
      company’s common stock to be issued in lieu a cash for directors’ fees and
      annual retainer.

            


    

    


    


    We also
carry liability insurance and travel accident insurance that covers our
directors. We do not maintain a directors’ retirement plan or a directors’
legacy or charitable giving plan, although non-employee directors are permitted
to participate in our employee matching gift program on the same terms as
employees, thereby providing a match for charitable giving to institutions of
higher education and arts and cultural organizations aggregating up to $5,000
per year per individual. Non-employee directors do not participate in the
retirement plans available to employees, nor do they participate in the annual
or long-term equity incentive programs that have been developed for
employees.

    


    For the
annual equity grant made following the annual meeting of shareholders,
non-employee directors  have a choice between restricted stock units
and shares of restricted stock with comparable restrictions.  The
restricted stock units that have been granted to non-employee directors are the
economic equivalent of a grant of restricted stock; however, no actual shares of
stock are issued at the time of grant or upon payment. Rather, the award
entitles the non-employee director to receive cash, at a future date, equal to
the future market value of one share of our common stock for each restricted
stock unit, subject to satisfaction of a one-year vesting
requirement.  For each grant, the board has establishes an approximate
aggregate cash value for the grant, and then determines the exact number of
restricted stock units granted to each non-employee director by dividing the
aggregate value of the award by the fair market value of the common stock on a
date reviewed by the board. The units vest in full one year after the date of
grant, and the payout will be on the date that service as director terminates or
such earlier date as a non-employee director may elect. Dividend equivalents are
paid on restricted stock units at the same rate as dividends on the Company’s
common stock, and are automatically re-invested in additional restricted stock
units as of the payment date for the dividend.

    


    Non-employee
directors are also eligible to participate in a deferred compensation plan for
non-employee directors. Under the plan, we credit each participating director’s
account with the number of “phantom units” that is equal to the number of shares
of our stock which the participant could purchase or receive with the amount of
the deferred compensation, based upon the fair market value (calculated as the
average of the high and low price) of our stock on the last trading day of the
fiscal quarter when the cash compensation was earned. Dividend equivalents are
paid on phantom stock units at the same rate as dividends on the Company’s
common stock, and are re-invested in additional phantom stock units at the next
fiscal quarter-end. When the participating director terminates his or her
service as a director, we will pay the cash value of the deferred compensation
to the director (or to the designated beneficiary in the event of death) in
annual installments over a five-year or ten-year period, or in a lump sum, at
the director’s election. The cash amount payable will be based on the number of
units of deferred compensation credited to the participating director’s account,
valued on the basis of the fair market value at fiscal quarter-end on or
following termination of the director’s service, and calculated based on the
average of the high and low price of an equivalent number of shares of our stock
on the last trading day of the fiscal quarter. The plan also provides for
earlier payment of a participating director’s account if the board determines
that the participant has a demonstrated financial hardship.

    


    In
December 2008, the Board adopted the Non-Employee Director Share Plan, to be
effective January 1, 2009, to allow a non-employee director to receive retainer
and meeting fees in shares of the Company’s stock in lieu of cash, with the
number of shares issuable determined based on the stock’s fair market value when
these amounts are paid.