Exhibit 10.17
DESCRIPTION OF CERTAIN COMPENSATORY ARRANGEMENTS
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BETWEEN REGISTRANT AND NON-EMPLOYEE DIRECTORS
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Each director who is not an employee of the registrant receives an annual
retainer fee of $20,000, plus $1,000 for each Board of Directors and Board
committee meeting attended. The Chairman of the Board receives a retainer fee of
$90,000 (in lieu of any other annual retainer, committee chair or attendance
fees), and directors chairing standing committees of the Board each receive an
additional annual retainer fee of $5,000. Under the registrant's Omnibus Stock
Plan, directors may elect to receive, in lieu of all or a portion of the
foregoing fees, shares of the Company's common stock based on the fair market
value of the stock on the date the fees would have been paid. Each director is
also reimbursed for all reasonable out-of-pocket expenses that such director and
his or her spouse incurs attending Board meetings and functions.
