Director & Advisory Compensation Policy



 Exhibit 10.15 
  
 

 
 Service with Energy 
  
 DIRECTOR & ADVISORY DIRECTOR 
 COMPENSATION POLICY

 Effective February 22, 2005 
  
 Effective Date 
  
 The effective date of the revised plan shall be February 22, 2005. 
  
 Cash Compensation Plan 
  
 Each Non-employee Director will
receive a total annual retainer of $26,000 paid quarterly on the first day of each calendar quarter. The Chairman of the Board and the Chairman of each of the Audit and Compensation Committees will each receive an additional total annual retainer of
$8,000 paid quarterly on the first day of each calendar quarter. Each Non-employee Director of the Company will receive $1,200 for each Board meeting if attended in person and $800 if attended by telephonic communications. Non-employee directors
appointed to committees will receive $800 for each committee meeting. Committee members must attend meetings in person or by telephonic communications to receive the applicable compensation. 
  
 Stock Option Program 
  
 Non-employee Directors will receive a minimum annual grant of 4,000 options, which amount may be
reviewed annually and increased at the discretion of the Compensation Committee. 
  
 Health Benefit Program 
  
 After 3 years of service as a
Non-employee Director, such Non-employee Director and his immediate family may also elect to participate in the same insurance benefit programs on the same monetary terms as the executive officers. 
  
 Longevity Plan 
  
 The Company will provide a Longevity Plan for the benefit of Non-employee Directors as follows: Upon completion of three years of service as a
Non-employee Director, the Non-employee Director will be granted (the “Three-Year Grant”) an option to purchase the number of shares of common stock equaling 25% of the options granted to such Director over the previous 
  


			
		
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three years. Upon completion of five years of service as a Non-employee Director, the Non-employee Director will be granted (the “Five-Year Grant”) an option
to purchase the number of shares of common stock equaling 50% of the options granted to such Director over the previous five-years less the number of shares covered by options awarded in the Three-Year Grant, if any. Thereafter, upon completion of
each successive period of five years of service, a Non-employee Director will be granted (a “Successive Longevity Grant”) an option to purchase the number of shares of common stock equaling 50% of the options granted to such Director over
the previous five-years (exclusive of any prior Longevity Grants during such five years). The exercise price of the options granted under the Longevity Plan will be the fair market value per share of the common stock on the date of grant. The
longevity options will vest in two tranches, 50% on the date of grant and 50% on the first anniversary of the date of grant. A Three-Year Grant, a Five Year Grant or a Successive Longevity Grant are also referred to herein individually as a
“Longevity Grant” or collectively as “Longevity Grants.” For purposes of the calculations contemplated by this paragraph, sign-on option awards shall not be counted and awards matched to purchases shall not be counted.
Non-employee Directors on the approval date of the Longevity Plan will have an anniversary date (start date) of the Plan approval date. Non-employee board members joining the board after the Plan approval date, will have an anniversary date, the
earlier of, on the date they are voted on the board or elected to the board by the shareholders. 
  
 Stock Option Grants 
  
 All options awarded to Non-employee
Directors under this plan will be granted under and issued from the Company’s Incentive Compensation Plan, as such plan may be amended and restated from time to time. 
  
 Definition: Non-employee Director - A non-employee director or advisory director of the Company who has not been employed by the Company for at least
3 years and/or has not tendered his resignation from the Board; provided that payments for an advisory or consulting agreement or for professional services shall not constitute employment for this purpose.