exv10w60





Exhibit 10.60




Summary of Compensation Arrangements with Non-Employee Directors, including the Non-Executive
Chairman
 (As of August 15, 2009)



The following summarizes, as of August 15, 2009, the current cash compensation and benefits
received by the Company’s non-employee directors, including Mr. Fernandez, the Company’s
Non-Executive Chairman of the Board of Directors (the “Chairman”). The following is a summary of
existing oral, at will, arrangements, and does not provide any additional rights.



Retainer Fees



The Company pays non-employee directors who serve as committee chairpersons $85,000 per year and
all other non-employee directors $70,000 per year. The Chairman also receives an additional
$250,000 in cash for his or her role as Chairman (the “Chairman’s Retainer”).



Non-employee directors also receive the following fees for attendance at meetings:





	 	•	 	For committee meetings held in conjunction with regular Board meetings, committee
chairpersons who attend in person (or who participate by telephone because of illness or
the inability to travel) will receive $1,750 and committee members who attend in person (or
who participate by telephone because of illness or the inability to travel) will receive
$1,500;
	 
	 	•	 	For special committee meetings (not held in conjunction with regular Board meetings),
committee chairpersons who attend in person or who participate by telephone will receive
$1,750 and committee members who attend in person or who participate by telephone will
receive $1,500; and
	 
	 	•	 	For special Board meetings, all non-employee directors who attend in person or who
participate by telephone will receive $1,500.




All non-employee directors are entitled to receive reimbursements of expenses for all services as a
director, including committee participation or special assignments.



Directors Deferred Compensation Plan



Non-employee directors may defer all or a portion of their annual retainer, including the
Chairman’s Retainer, and meeting attendance fees under the Directors Deferred Compensation Plan.
With respect to amounts deferred, non-employee directors may choose from a variety of investment
options, including Moody’s Average Corporate Bond Yield plus 1% for amounts deferred or matched
prior to July 2, 2008 and Moody’s Average Corporate Bond Yield without the additional 1% for
amounts deferred or matched on or after July 2, 2008. Such deferred amounts will be credited with
investment





 








 








gains or losses until the non-employee director’s retirement from the Board or until the
occurrence of certain other events.



Non-Employee Directors Stock Plan



The 2005 Non-Employee Directors Stock Plan provides for grants of stock options, restricted stock,
restricted stock units and elected shares in lieu of a portion of the annual retainer.



Options. Under the Plan, non-employee directors are eligible to receive stock options at
the discretion of the Board. The size of individual grants and vesting terms will be set by the
Board at the time of grant.



Elected Shares. The Plan also permits each non-employee director to elect to receive up to
one-half of his or her annual retainer in Common Stock, in which case the Company will provide a
matching grant of 50% of the number of shares received as a portion of the retainer. The portion
of the annual fee represented by the Chairman’s Retainer is not currently eligible for the election
and matching grant described in this paragraph.



Restricted Stock. Under the Plan, the Board is authorized to issue restricted stock and
restricted stock units to non-employee directors on terms set forth in the Plan.



The Directors Deferred Compensation Plan and Non-Employee Directors Stock Plan, as amended, have
been filed as exhibits to the Company’s Exchange Act filings. Additional information regarding
these plans, and the Company’s proposed 2009 Non-Employee Directors Stock Plan, will be included in
the Company’s 2009 Proxy Statement.