**Exhibit 10.26**

 

**Director Compensation**

 

The Company’s senior management assists theCompensation Committee on a biennial basis in assessing the compensation of theCompany’s directors measured against comparable companies.

 

**Director Compensation**

 

Employee directors, including the Presidentand Chief Executive Officer, receive no compensation for their service as Boardmembers.  Compensation for independentdirectors is a mix of cash and equity-based compensation. Independent directorsdo not receive consulting, advisory or other compensatory fees from theCompany.

 

Our Chairman of the Board receives nocompensation, cash or stock, for his service as a Board member, committeechairman, or for his service as Chairman of the Board.  Each Vice Co-Chairman of the Board receives$200,000 annually for their services as Co-Vice Chairmen of the Board, plusreimbursement for travel and incidental expenses.  The Co-Vice Chairmen of the Board do notreceive any stock-based compensation.

 

Each of the other independent directors ispaid an annual retainer fee of $60,000. The chairman of the Audit Committeereceives an additional $20,000 per year, and other committee chairs eachreceive an additional $15,000 per year.  Theyare also entitled to receive $60,000 of stock-based units. The number ofstock-based units is calculated quarterly by dividing $15,000 by the trailingfive-day average of the high and low price of the Class A Common Stock at theend of each fiscal quarter. Dividend equivalents in the form of additionalunits representing Class A Common Stock are credited to each independentdirectors’ account on each dividend payment date equal to (i) the per-sharecash dividend divided by the average of the high and low price of the Company’sClass A Common Stock on the dividend payment date, multiplied by (ii) thenumber of units reflected in the independent director’s account on the daybefore the dividend payment date. The value of each of the independent director’sstock-based units will be payable only in cash when the independent directorceases to serve as a member of the Board of Directors of the Company. Thestock-based units will be valued for payment by multiplying the applicablenumber of units by the average of the high and low price of the Company’s ClassA Common Stock during the last ten trading days before the date on which thevalue of the units is to be paid. These stock-based units do not carry votingor dispositive rights.

 

Independent directors are offered the rightto elect to receive all or a part of the cash portion of their fees on adeferred basis. If the deferred basis is elected, it may be in the form of cashwith interest calculated at a rate equal to the average of the top rates paidby major New York banks on three-month negotiable certificates of deposit asquoted in the *Wall Street Journal*on the last business day of the fiscal quarter, or in the form of stock-basedunits, calculated on the basis of the trailing five-day average of the averageof the high and low price of the Class A Common stock at the end of each fiscalquarter. Plan participants must irrevocably elect to receive the deferred fundseither in a lump sum or in equal installments (not to exceed 10). Each cashinstallment (other than the first) shall accrue interest from the date of thefirst installment to the date on which such installment is paid, compoundedquarterly.

 

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