Exhibit 10.16 Summary of non-employee director compensation


    
      
        Exhibit
          10.16

        


        Fiscal
          2007 Director Compensation Guidelines

        


        Directors’
          compensation is established by the board of directors upon the recommendation
          of
          the Governance and Nominating Committee. In March 2007, the Governance
          and
          Nominating Committee recommended that compensation for non-employee directors
          remain the same for the year following the annual meeting, except to adjust
          the
          number of restricted stock units granted for the year. As of the date of
          the
          Form 10-K with respect to which this Exhibit is being filed (the “Form 10-K”),
          no determination has been made with respect to a 2007 grant of restricted
          stock
          units to non-employee directors, although this matter is expected to be
          considered by the board prior to the annual meeting. A director who is
          an
          employee does not receive payment for service as a director.

        


        For
          fiscal 2007, the following compensation guidelines are in effect for
          non-employee directors, with cash retainers payable quarterly in
          arrears:

        


        •
$30,000
          as an annual retainer

        •
Chairs
          of the Compensation, Executive and Governance and Nominating Committees
          each
          received an additional $7,500 annual retainer

        •
Chair
          of the Audit Committee received an additional $12,500 annual
          retainer

        •
$1,500
          fee for each board meeting attended, or each day of such meeting if such
          meeting
          was over multiple days, and $1,000 for each committee meeting attended,
          regardless of whether serving as a member of the committee 

        •
          Reimbursement of customary expenses (such as travel expenses, meals and
          lodging)
          for attending board, committee and shareholder meetings.

        


        We
          also
          carry liability insurance and travel accident insurance that covers our
          directors. We do not maintain a directors’ retirement plan or a directors’
legacy or charitable giving plan, although directors are permitted to
          participate in our employee matching gift program on the same terms as
          employees, thereby providing a match for charitable giving to institutions
          of
          higher education and arts and cultural organizations aggregating up to
          $5,000
          per year per individual. Directors do not participate in the Company’s pension
          plan, Supplemental Executive Retirement Plan (SERP), annual cash incentive
          plan
          or performance share plan. 

        


        The
          restricted stock units are granted to non-employee directors pursuant to
          a
          Restricted Stock Unit Agreement under our Incentive and Stock Compensation
          Plan
          of 2002, amended. The units are the economic equivalent of a grant of restricted
          stock; however, no actual shares of stock are issued at the time of grant
          or
          upon payment. Rather, the award entitles the non-employee director to receive
          cash, at a future date, equal to the future market value of one share of
          our
          common stock for each restricted stock unit, subject to satisfaction of
          a
          one-year vesting requirement. The units vest in full one year after the
          date of
          grant, and the payout will be on the date that service as director terminates
          or
          such earlier date as a non-employee director may elect. In the event of
          a
“change in control” or “disability” as those terms are defined in the restated
          plan, or upon a director’s death, all unvested restricted stock units
          immediately vest. Dividend equivalents are paid on restricted stock units
          at the
          same rate as dividends on the Company’s common stock, and are automatically
          re-invested in additional restricted stock units as of the payment date
          for the
          dividend. The Restricted Stock Unit Agreement and related plan are listed
          as
          exhibits 10.5f and 10.5a-10.5c, respectively, to the Form 10-K, and the
          foregoing description is qualified in its entirety by reference to such
          documents. 

        


        
          
            
            

          

          
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        Non-employee
          directors are also eligible to participate in a deferred compensation plan
          for
          non-employee directors. Under the plan, we credit each participating director’s
          account with the number of “phantom units” that is equal to the number of shares
          of our stock which the participant could purchase or receive with the amount
          of
          the deferred compensation, based upon the fair market value (calculated
          as the
          average of the high and low price) of our stock on the last trading day
          of the
          fiscal quarter when the cash compensation was earned. Dividend equivalents
          are
          paid on phantom stock units at the same rate as dividends on the Company’s
          common stock, and are re-invested in additional phantom stock units at
          the next
          fiscal quarter-end. When the participating director terminates his or her
          service as a director, we will pay the cash value of the deferred compensation
          to the director or (or to the designated beneficiary in the event of death)
          in
          annual installments over a five-year or ten-year period, or in a lump sum,
          at
          the director’s election. The plan also provides for earlier payment of a
          participating director’s account if the board determines that the participant
          has a demonstrated financial hardship. The plan, as amended, is listed
          as
          exhibit 10.7a and 10.7b to the Form 10-K, and the foregoing description
          is
          qualified in its entirety by reference to such plan.

        


        
          
            
            

          

          
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