SUMMARY SHEET OF DIRECTOR COMPENSATION





 Exhibit 10.2 

SUMMARY SHEET OF DIRECTOR COMPENSATION 

The following summary sets forth annual rates of cash and equity compensation for non-management directors, as adopted
at the May 7, 2019 Board meeting, and as updated at the April 9, 2020 and May 15, 2020 Board meetings. At the April 9, 2020 meeting, the Board reduced all cash compensation by 50%, to reflect a reduced rate for quarterly pay
periods in response to the economic downturn and uncertainty caused by the COVID-19 pandemic. At the May 15, 2020 meeting, the Board set the Lead Director compensation and modified the methodology used
for granting equity compensation. 
  

													
	 Compensation Item
	  	Annual
Compensation
Rate
Approved
May 7, 2019	 	  	Annual
Compensation
Rate
Approved
April 9, 2020	 	  	Annual
Compensation
Rate
Approved
May 15, 2020	 
	 Cash Compensation
	  				  				  			
	 Board Retainer
	  	$	90,000	 	  	$	45,000	 	  	$	45,000	 
	 Audit Committee
	  				  				  			
	 Chair Retainer
	  	$	25,000	 	  	$	12,500	 	  	$	12,500	 
	 Member Retainer
	  	$	10,000	 	  	$	5,000	 	  	$	5,000	 
	 Compensation Committee
	  				  				  			
	 Chair Retainer
	  	$	20,000	 	  	$	10,000	 	  	$	10,000	 
	 Member Retainer
	  	$	8,000	 	  	$	4,000	 	  	$	4,000	 
	 Nominating & Corporate Governance Committee
	  				  				  			
	 Chair Retainer
	  	$	15,000	 	  	$	7,500	 	  	$	7,500	 
	 Member Retainer
	  	$	7,000	 	  	$	3,500	 	  	$	3,500	 
	 Equity Compensation—Restricted Stock or Restricted Stock Units
	  				  				  			
	 Director Retainer
	  	$	150,000	 	  	$	150,000	 	  	$	150,000	 
	 Lead Director Additional Retainer1
	  	$	N/A	 	  	$	N/A	 	  	$	125,000	 

  

	1 	 The Lead Director receives a $125,000 equity retainer in addition to the standard director equity retainer of
$150,000. 


 Directors may defer their cash compensation by participating in the Company’s Deferred
 Compensation Program, effective November 6, 2017 (filed November 9, 2017 as Exhibit 10.6 to the Company’s Form 8-K). 

Directors may receive the equity component of their compensation in restricted stock or restricted stock units (“RSUs”). In either case, the
awards generally have a 12-month vesting period, ending on the day preceding the next annual meeting of shareholders. Vesting accelerates in the event of death, disability or, if the director’s service is
terminated upon a change in control of the Company. Historically, the number of shares or units awarded was calculated by dividing the dollar value of the award by the closing price of the Company’s stock on the grant date. However, the Board
modified this methodology in light of the recent stock price volatility and economic conditions related to the COVID-19 pandemic. For the 2020 grant on May 15, 2020, the number of shares or units awarded
was calculated by dividing the dollar value of the award by the average closing price of the Company stock for the 10 trading days following the 2019 fourth quarter earnings release, which was $45.85 per share. RSUs are settled in shares of common
stock and earn dividend equivalents at a 20% discount to the market price of Company stock on the dividend payment date. Directors may elect to defer settlement of the RSU award for 2 to 10 years after the grant date. 

The Company pays for travel expenses incurred by the directors to attend Board meetings. Our management directors do not receive compensation for their Board
service.