Exhibit 10.26


 


Directors’
Compensation


 


The following table
provides information on our compensation and reimbursement practices for
non-employee directors.  Neither Mr.
Brunetti nor Mr. Kelly, each employed by us, received any compensation for his
Board activities.


 


	
  Annual Director Retainer

  	
   

  	
  $

  	
  35,000

  	
   

  
	
  Board Meeting Attendance Fees (per meeting)

  	
   

  	
  $

  	
  1,500

  	
   

  
	
  Telephonic Meeting Attendance Fees (per meeting)

  	
   

  	
  $

  	
  650

  	
   

  
	
  Committee Meeting Attendance Fees (per meeting)

  	
   

  	
  $

  	
  1,500

  	
   

  
	
  Additional Retainer for Committee Chair:

  	
   

  	
   

  	
   

  
	
  Governance, Compensation & Nominating Committee

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  Operations, Nuclear & Environmental Committee

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  Audit Committee

  	
   

  	
  $

  	
  10,000

  	
   

  
	
  Finance Committee

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  Stock Equivalent Units

  	
   

  	
  $

  	
  52,800

  	
   

  



 


We have a Stock
Equivalent Plan for Non-Employee Directors to more closely align directors’
interests with those of our shareholders. 
Under this Stock Equivalent Plan, which is filed as Exhibit 10.16 to
this Form 10-K, directors may receive an annual award of stock equivalent units
with each unit having a value equal to one share of our common stock.  Stock equivalent units do not entitle a
director to vote and are only payable as a distribution of whole shares of the
Company’s common stock upon a director’s disability or termination of
service.  The stock equivalent units
fluctuate in value as the value of our common stock fluctuates.  Additional stock equivalent units are
accumulated upon the payment of, and at the same value as, dividends declared
on our common stock.


 


On May 21, 2004, each
non-employee director of the Company received an award of 3,287 stock
equivalent units representing approximately $52,800 in cash value.  Additional stock equivalent units were
accumulated during 2004 as dividends were paid on our common stock.  The number of stock equivalents for each
non-employee director is listed in the share ownership chart that is set forth
below.


 


During 2004, directors
were able to participate in a deferred compensation plan that provided for
deferral of director retainer and meeting fees until after retirement from the
Board.  A director could defer director
retainer and meeting fees into the Stock Equivalent Plan.  A director who elected to defer compensation
under this plan may receive a premium of 20% of the compensation that is
deferred.  In December 2004, the
Board amended a number of executive and director compensation plans, including
the Stock Equivalent Plan for Non-Employee Directors and the Non-Employee
Directors Deferred Compensation Plan, in part to comply with deferred
compensation requirements of new Section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”), as added by Section 885 of the American
Jobs Creation Act of 2004, and other legislation.  As a result of the amendments, participation in
the Stock Equivalent Plan for Non-Employee Directors and the Non-Employee
Directors Deferred Compensation Plan was frozen.  The plans will continue to operate in
accordance with their terms with respect to amounts deferred and/or awarded
prior to January 1, 2005.  It is
expected that the plans will be amended in 2005 in order to achieve compliance
with the new deferred compensation requirements and that the deferral of
compensation will again be permitted under these plans.


 


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