Exhibit 10.26


 


Director Compensation


 


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


 


Director Compensation


 


Employee directors, including the President
and Chief Executive Officer, receive no compensation for their service as Board
members.  Compensation for independent
directors is a mix of cash and equity-based compensation. Independent directors
do not receive consulting, advisory or other compensatory fees from the
Company.


 


Our Chairman of the Board receives no
compensation, cash or stock, for his service as a Board member, committee
chairman, 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, plus
reimbursement for travel and incidental expenses.  The Co-Vice Chairmen of the Board do not
receive any stock-based compensation.


 


Each of the other independent directors is
paid an annual retainer fee of $60,000. The chairman of the Audit Committee
receives an additional $20,000 per year, and other committee chairs each
receive an additional $15,000 per year.  They
are also entitled to receive $60,000 of stock-based units. The number of
stock-based units is calculated quarterly by dividing $15,000 by the trailing
five-day average of the high and low price of the Class A Common Stock at the
end of each fiscal quarter. Dividend equivalents in the form of additional
units representing Class A Common Stock are credited to each independent
directors’ account on each dividend payment date equal to (i) the per-share
cash dividend divided by the average of the high and low price of the Company’s
Class A Common Stock on the dividend payment date, multiplied by (ii) the
number of units reflected in the independent director’s account on the day
before the dividend payment date. The value of each of the independent director’s
stock-based units will be payable only in cash when the independent director
ceases to serve as a member of the Board of Directors of the Company. The
stock-based units will be valued for payment by multiplying the applicable
number of units by the average of the high and low price of the Company’s Class
A Common Stock during the last ten trading days before the date on which the
value of the units is to be paid. These stock-based units do not carry voting
or dispositive rights.


 


Independent directors are offered the right
to elect to receive all or a part of the cash portion of their fees on a
deferred basis. If the deferred basis is elected, it may be in the form of cash
with interest calculated at a rate equal to the average of the top rates paid
by major New York banks on three-month negotiable certificates of deposit as
quoted in the Wall Street Journal
on the last business day of the fiscal quarter, or in the form of stock-based
units, calculated on the basis of the trailing five-day average of the average
of the high and low price of the Class A Common stock at the end of each fiscal
quarter. Plan participants must irrevocably elect to receive the deferred funds
either in a lump sum or in equal installments (not to exceed 10). Each cash
installment (other than the first) shall accrue interest from the date of the
first installment to the date on which such installment is paid, compounded
quarterly.