UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


FORM 8-K

 


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 9, 2007

 


NAVIGANT CONSULTING, INC.

(Exact Name of Registrant as Specified in Charter)

 


 

Delaware   0-28830   36-4094854

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification Number)

 

615 North Wabash, Chicago, IL   60611
(Address of Principal Executive Offices)   (Zip Code)

(312) 573-5600

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 



ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On March 9, 2007, the Compensation Committee (the “Committee”) of the Company’s Board of Directors approved the annual salaries and bonuses (consisting of both cash and grants of restricted stock which were granted on March 13, 2007) for 2007 for William M. Goodyear, Chairman and Chief Executive Officer, Julie M. Howard, President and Chief Operating Officer, Ben W. Perks, Executive Vice President and Chief Financial Officer, and Richard X. Fischer, Vice President, General Counsel and Secretary. The amount of such salaries and cash bonuses and the amount, terms and conditions of such restricted stock grants are as follows:

 

Executive

  

2007

Salary

   Bonus: Cash   

Bonus:

Shares of

Restricted

Stock

  

Terms and Conditions of

Restricted Stock

William M. Goodyear

   $ 850,000    $ 440,000    26,186    The restrictions on 19,397 of the shares lapse six months after the date of grant; the restrictions on 6,789 of the shares lapse in three equal installments every six months thereafter.

Julie M. Howard

   $ 600,000    $ 447,750    10,856    The restrictions on 8,041 of the shares lapse six months after the date of grant; the restrictions on 2,815 of the shares lapse in three equal installments every six months thereafter.

Ben W. Perks

   $ 400,000    $ 225,000    N/A    N/A

Richard X. Fischer

   $ 300,000    $ 41,250    2,454    The restrictions on 1,818 of the shares lapse six months after the date of grant; the restrictions on 636 of the shares lapse in three equal installments every six months thereafter.


 

ITEM 9.01. Financial Statements and Exhibits

 

10.1 Form of Restricted Stock Award Agreement Under Navigant Consulting, Inc. 2005 Long-Term Incentive Plan

 

10.2 Form Non-Qualified Stock Option Award Under Navigant Consulting, Inc. 2005 Long-Term Incentive Plan

 

10.3 Navigant Consulting, Inc. Directors’ Deferred Fees Plan


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

     NAVIGANT CONSULTING, INC.
Date: March 15, 2007      By:   

/s/ Richard X. Fischer

        Richard X. Fischer
        Vice President, General Counsel and Secretary


EXHIBIT INDEX

 

Exhibit

Number

  

Description

10.1    Form of Restricted Stock Award Agreement Under Navigant Consulting, Inc. 2005 Long-Term Incentive Plan
10.2    Form of Non-Qualified Stock Option Award Under Navigant Consulting, Inc. 2005 Long-Term Incentive Plan
10.3    Navigant Consulting, Inc. Directors’ Deferred Fees Plan

Exhibit 10.1

FORM OF RESTRICTED STOCK AWARD AGREEMENT

UNDER

NAVIGANT CONSULTING, INC. 2005 LONG-TERM INCENTIVE PLAN

This R ESTRICTED S TOCK A WARD A GREEMENT (the “Agreement”) is entered into as of [date of grant] (the “Effective Date”) between Navigant Consulting, Inc. (the “Company”) and [xxxx] (the “Participant”). Notwithstanding the foregoing, this Agreement will become effective upon the execution of this Agreement by the Company.

Any term capitalized but not defined in this Agreement will have the meaning set forth in the Navigant Consulting, Inc. 2005 Long-Term Incentive Plan (the “Plan”).

The Plan provides for the grant of Restricted Stock to certain eligible individuals, as approved by the Committee. In the exercise of its discretion under the Plan, the Committee has determined that the Participant should receive a Restricted Stock award under the Plan and, accordingly, the Company and the Participant hereby agree as follows:

 

  1. Grant . The Company hereby grants to the Participant a Restricted Stock Award (the “Award”) of [xxxx] shares of restricted stock (the “Restricted Stock”). The Award will be subject to the terms and conditions of the Plan and this Agreement. The Award constitutes the right, subject to the terms and conditions of the Plan and this Agreement, to shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) upon vesting of the Restricted Stock.

 

  2. Restricted Stock and Stock Certificates . The Company will cause its transfer agent to maintain a book entry account reflecting the issuance of the Restricted Stock in the Participant’s name. The Company’s transfer agent will cause the Restricted Stock to be maintained as restricted stock in a book entry account, until the Restricted Stock is either: (a) forfeited; or (b) vested. This Agreement will be evidence of the Participant’s Restricted Stock and no certificate will be issued. The Company, or its transfer agent, will distribute to the Participant (or, if applicable, the Participant’s designated beneficiary or other appropriate recipient in accordance with Section 5 hereof) certificates evidencing ownership of shares of Common Stock as and when provided in Sections 5 through 8 hereof.

 

  3.

Rights as Stockholder . On and after the Effective Date, and except to the extent specifically provided herein, the Participant will be entitled to all the rights of a stockholder with respect to the Restricted Stock, including the right to vote the shares of Restricted Stock, the right to receive dividends and other distributions payable with respect to the shares of Restricted Stock, and the right to participate in any capital adjustment applicable to all holders of Common Stock. Notwithstanding the foregoing, a distribution with respect to shares of Common Stock, other than a regular cash dividend, will be deposited with the Company and will be subject to the same restrictions as the Restricted Stock. If the Participant forfeits any rights he or she may have under this Award, the Participant will, on the day following the event of forfeiture, no longer have any


 

rights as a stockholder with respect to the forfeited portion of the Restricted Stock or any interest therein (or with respect to any shares of Restricted Stock not then vested), and the Participant will no longer be entitled to receive dividends with respect to the Restricted Stock or vote the Restricted Stock as of any record date occurring thereafter.

ALTERNATIVE 1

 

  4. Vesting; Effect of Termination of Employment . The Participant’s Restricted Stock will become vested as described in the following paragraph.

 

  (a) the Restricted Stock subject to this Award will vest on the following dates:

 

Number of Shares Vested

   Vested Date
  
  
  

 

  (b) Except as provided in subsection 4(c) below, if the Participant’s employment or service with the Company and any of its Affiliates terminates before [final vesting date] he or she will forfeit any portion of the Restricted Stock that has not yet then vested as of the date of the termination. The Company will not have any further obligations to the Participant under this Agreement as to shares of Restricted Stock that are forfeited as provided herein.

 

  (c) At the discretion of the Compensation Committee of the Company’s Board of Directors, all or any portion of the Award may become vested upon the Participant’s death or Permanent and Total Disability.

 

  (d) [If a “Change in Control” as defined in the 2005 Long-Term Incentive Plan occurs before [final vesting date], any unvested portion of the Award will immediately become fully vested and exercisable.]

ALTERNATIVE 2

 

  4. Vesting . The Participant’s Restricted Stock will become vested as described in the following paragraph.

 

  (a) the Restricted Stock subject to this Award will vest on the following date:

 

number of shares vested        vested date

 

   [cliff vest date]

 

  (b)

Except as provided in subsection 4(c) below, if the Participant’s employment or service with the Company and any of its Affiliates terminates before [cliff


 

vest date] he or she will forfeit any portion of the Restricted Stock that has not then vested as of the date of the termination. The Company will not have any further obligations to the Participant under this Agreement as to shares of Restricted Stock that are forfeited as provided herein.

 

  (c) At the discretion of the Compensation Committee of the Company’s Board of Directors, all or any portion of the Award may become vested upon the Participant’s death or Permanent and Total Disability.

 

  (d) [If a “Change in Control” as defined in the 2005 Long-Term Incentive Plan occurs before [cliff vest date], any unvested portion of the Award will immediately become fully vested and exercisable.]

 

  (e) Notwithstanding the foregoing, the restricted stock grant will be eligible for an accelerated vest of [xx]% annually on the anniversary date of grant, upon approval by the Compensation Committee, upon the achievement of the following minimum performance targets:

 

  i. [performance target]; and

 

  ii. [performance target].

As between the parties, the decision of the Compensation Committee of the Company’s Board of Directors will be final and conclusive with respect to whether the targets have been met. If both the targets are not met, that year’s [xx]% portion will not be accelerated and will vest on [final vesting date] as provided in subsections 4(a)-(d); provided, however, in the immediate subsequent year after a target is not met, if [accelerated vesting option and example of vesting].

 

  5. Terms and Conditions of Distribution . As soon as practicable upon the execution of this Agreement, the Company will cause its transfer agent to make a book entry account (a “BEA”) reflecting the issuance of the Restricted Stock to the Participant. As soon as practicable upon the vesting of the Award, and assuming the Participant has paid to the Company, in cash, an amount sufficient to pay the withholding obligations with respect to the portion of the Award then vested, the Company will cause its transfer agent to make a BEA reflecting the removal of the restrictions on the portion of the Award that has vested. The Company or its transfer agent will distribute to the Participant certificates for shares of Common Stock underlying the vested portion of the Award only after they vest if the Participant has paid the Company any required withholding obligations with respect to the vested shares, and only if the Participant requests a certificate.

Subject to the Participant’s obligation to pay the Company, in cash, an amount sufficient to pay any applicable withholding obligations, if the Participant dies or becomes Permanently and Totally Disabled before the Company has made the BEA or distributed certificates for any shares of Common Stock, the Company will make the BEA or distribute certificates for those shares of Common Stock and, pursuant to Section 4(c) hereof, shares of Common Stock with respect to the balance of the Award which the Committee has determined


will become vested upon the Participant’s death or Permanent and Total Disability, to the Participant or, in the event of his or her death, to the beneficiary designated by the Participant on a form provided by the Company for this purpose. If the Participant failed to designate a beneficiary, the Company will make the BEA or distribute certificates for those shares of Common Stock in accordance with the Participant’s will or, if the Participant did not have a will, in accordance with the laws of descent and distribution. The Company will make the BEA or distribute certificates for any undistributed shares of Common Stock to the appropriate recipient no later than six months after the Participant’s death or Permanent and Total Disability.

Notwithstanding the foregoing, the Company may in its sole discretion decline to make any BEA or distribute any shares of Common Stock under this Section 5 before the first date that those shares may be distributed to the Participant without penalty or forfeiture under federal or state laws or regulations governing short swing trading of securities or under Internal Revenue Code Section 409A and related regulations governing deferred compensation, if applicable. In determining whether a distribution would result in such a penalty or forfeiture, the Company and the Committee may rely upon information reasonably available to them or upon representations of the Participant’s legal or personal representative. In no event, however, shall the Company, its affiliates or any of their directors, officers, employees, consultants, or other agents be liable to Participant or otherwise responsible for any such penalties or forfeitures.

 

  6. Transfer Restrictions; Legend on Stock Certificates . Notwithstanding anything to the contrary contained in this Agreement, pursuant to the terms of the Plan, no shares of Restricted Stock may be transferred by the Participant (by assignment, sale, pledge, hypothecation or otherwise) before they have vested.

While the Restricted Stock is maintained by the Company’s transfer agent in uncertificated form in a book entry account, the account will bear an appropriate notation to the effect that the Restricted Stock included in it is subject to the restrictions of this Agreement. The Company may instruct its transfer agent to impose stop transfer instructions with respect to any unvested portion of this Award, or with respect to any vested shares of Common Stock that cannot be distributed to the Participant, his or her beneficiary, or his or her estate because the withholding tax obligations have not been paid to the Company or for the reasons discussed in Sections 4 and 5 above.

The foregoing notation and stop transfer instructions will be removed from the account maintained for all or any portion of this Award after the conditions set forth in Sections 4 and 5 of this Agreement and this Section 6 have been satisfied.

 

  7.

Delivery of Certificates . Despite the provisions of Sections 4 and 5 of this Agreement, the Company is not required to issue or deliver any certificates for shares of Common Stock underlying any vested portion of this Award if at any time the Company determines that the listing, registration or qualification of such


shares of Common Stock upon any securities exchange or under any law, or the consent and approval of any governmental body, or the taking of any other action is necessary or desirable as condition of, or in connection with, the delivery of the shares of Common Stock hereunder, unless listing, registration, qualification, consent, approval or other action has been effected or obtained, free of any conditions not acceptable to the Company.

 

  8. Withholding Tax . By executing this Award agreement, the Participant has agreed to satisfy any withholding taxes, whether federal or state, triggered by the distribution of shares of Common Stock underlying the Restricted Stock granted pursuant to this Award or, if the Participant has executed a Section 83(b) Election, by the grant of this Award. The Participant must satisfy the withholding obligation by rendering cash payment to the Company.

 

  9. No Right to Employment or Service . Nothing in the Plan or this Agreement will be construed as creating any right in the Participant to continued employment or service with the Company, or as altering or amending the existing terms and conditions of the Participant’s employment or service.

 

  10. Cancellation of Award and Forfeiture of Gain . The Participant agrees and acknowledges that this Award and any resulting gain is subject to cancellation or forfeiture, even if and to the extent the Award may have already vested, under the circumstances provided in Section 5.12 of the Plan, including without limitation if the Participant engages in any activity which constitutes Cause under the Plan or breaches any of his or her obligations to the Company under a noncompetition, nonsolicitation, confidentiality or other restrictive covenant.

 

  11. Nontransferability . No interest of the Participant or any designated beneficiary in or under this Agreement may be assigned or transferred by voluntary or involuntary act or by operation of law, other than as set forth in Section 5 of this Agreement. Distribution of shares underlying any vested portion of this Award will be made only to the Participant; or, if the Committee has been provided with evidence acceptable to it that the Participant is legally incompetent, the Participant’s personal representative; or, if the Participant is deceased, to the designated beneficiary or other appropriate recipient in accordance with Section 5 of this Agreement. The Committee may require personal receipts or endorsements of a Participant’s personal representative, designated beneficiary or alternate recipient, and the Committee will extend to those individuals the rights otherwise exercisable by the Participant with regard to any withholding tax election in accordance with Section 5 of this Agreement. Any effort to otherwise assign or transfer the rights under this Agreement will be wholly ineffective, and will be grounds for termination by the Committee of all rights of the Participant and his or her beneficiary in and under this Agreement.

 

  12.

Administration; Plan Document Controls . The Compensation Committee of the Company’s Board of Directors (the “Committee”) has the authority to manage and supervise the administration of the Plan. Notwithstanding anything in this


 

Agreement to the contrary, the terms of this Agreement will be subject to the terms of the Plan to the same extent and with the same effect as if set forth fully herein. If the terms of this Agreement conflict with the terms of the Plan, the Plan will control. The Committee has the right to resolve all questions which may arise in connection with this Agreement. This Agreement is subject to all interpretations, determinations, or other actions made or taken by the Committee regarding the Plan or this Agreement, which interpretations, determinations or other actions will be final, binding and conclusive.

 

  13. Entire Agreement; Governing Law . The Plan, this Agreement and any documents expressly referred to herein constitute the entire agreement of the parties with respect to the subject matter hereof and any and all prior oral or written representations are merged into this Agreement. This Agreement and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the Code or the laws of the United States, will be governed by the laws of the State of Delaware, without giving effect to the principles of conflicts of law.

 

  14. Severability . If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Agreement, and the Agreement will be construed and enforced as if the illegal or invalid provision had not been included.

 

  15. Binding Effect . This Agreement will be binding upon and will inure to the benefit of the Company and the Participant and, as and to the extent provided herein, their respective heirs, executors, administrators, legal representatives and assigns.

 

  16. Amendment and Waiver . The provisions of this Agreement may be amended or waived only by written agreement between the Company and the Participant, and no course of conduct or failure or delay in enforcing the provisions of this Agreement will affect the validity, binding effect or enforceability of this Agreement.

The Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions of the Plan, and hereby accepts this Award subject to all of the terms and provisions of the Plan effective as of the Date of Grant. The Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and this Agreement.


I N W ITNESS W HEREOF , the Company and the Participant have duly executed this Agreement as of the day and year described in the first paragraph above.

 

N AVIGANT C ONSULTING , I NC .
By:  

 

Its:  

 

Participant:

 

(Participant’s Signature)

 

Name Printed
Dated:  

 

Residence Address:

 

 

Exhibit 10.2

NON-QUALIFIED STOCK OPTION AWARD UNDER

NAVIGANT CONSULTING, INC. 2005 LONG-TERM INCENTIVE PLAN

Unless otherwise defined herein, the defined terms in this Agreement will have the same meanings given to them in the Navigant Consulting, Inc. 2005 Long-Term Incentive Plan (the “Plan”). This Agreement will become null and void unless the Optionee accepts this Agreement by signing it in the space provided and returning it to the Company.

 

I. NOTICE OF STOCK OPTION AWARD AND GENERAL TERMS

The Company maintains the Plan, under which Non-Qualified Stock Option awards may be granted to eligible persons as approved by the Compensation Committee or by a corporate officer to whom such authority has been delegated. The Plan is incorporated into and forms a part of this Agreement. The Company hereby grants to the person identified below the following Non-Qualified Stock Option award, subject to the terms of the Plan and this Agreement. The principal terms of the award are as follows:

 

Date of Grant:

     

Name of Optionee:

     

Total Number of shares of Common Stock Granted (“Shares”):

     

Exercise Price Per Share:

     

Type of Option:

     

Expiration Date:

      or, if earlier, three months after termination of employment or service

Exercise Provisions

     

Number of Shares Vested

   Vest Date   


II. AGREEMENT OF THE PARTIES

A. Grant of Option . The Company hereby grants to the Optionee named in Section I above (the “Optionee”), an option (the “Option”) to purchase the number of Shares set forth in Section I above, at the per-Share exercise price set forth in Section I above (the “Exercise Price”), subject to the terms and conditions of the Plan, which are incorporated in this Agreement by reference. If there is a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan will prevail.

The Option is a non-qualified stock option (“NQSO”), which means it is not intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

B. Vesting and Expiration Dates .

 

  1. The Option will vest according to the Exercise Provisions listed in Section I. If the Optionee’s service with the Company and any of its Affiliates terminates before the Expiration Date for a reason other than his death or Disability, the Optionee will forfeit any portion of the Shares that have not yet then vested as of the date of termination. At the discretion of the Compensation Committee of the Company’s Board of Directors, all or any portion of the unvested Restricted Shares may become vested upon the Participant’s death or Permanent and Total Disability.

Notwithstanding the foregoing, the Shares subject to the Option may otherwise become exercisable in accordance with subparagraph 2 of this paragraph B.

 

  2. If the Optionee’s employment with or service to the Company ceases for any reason other than death, disability or termination for “cause”, the Optionee shall be permitted to exercise any Option, to the extent it was exercisable on the date of such cessation, but only within three months of such cessation, or, if earlier, within the originally prescribed term of the Option as shown in Section I above; provided, however, that if the Optionee dies or becomes disabled within the three month period after the termination of employment or service, or, if earlier, within the originally prescribed term of the Option, the Optionee or the Optionee’s estate or personal representative may exercise the Option within 12 months after the date of the Optionee’s death or disability, but in no event beyond the originally prescribed term of the Option.

 

  3. [If a “Change in Control” as defined in the 2005 Long-Term Incentive Plan occurs before [final vesting date], any unvested portion of the Award will immediately become fully vested and exercisable.]

C. Exercise of Option . The Option may be exercised in whole or in part by following the procedures set forth in Section II of the Plan.


D. Cancellation and Rescission . The Option and any gains resulting from its vesting or exercise are subject to cancellation or forfeiture as provided in Section 5.12 of the Plan.

E. Non-Transferability . The Option is not transferable or assignable except as provided in Section V of the Plan.

F. Entire Agreement; Governing Law; Jurisdiction and Venue . The Plan, this Agreement and any document expressly referred to herein constitute the entire agreement of the parties with respect to the Option, and any and all prior oral or written representations are merged into this Agreement. This Agreement and all determinations made and actions taken pursuant to it, will be governed by the laws of the State of Delaware, without giving effect to that state’s principles of conflicts of law. Each party hereby irrevocably consents to exclusive jurisdiction and venue in state or federal courts located in Cook County, Illinois with respect to all matters relating to this Agreement or the Option.

G. No Right to Employment or Service . Nothing in the Plan or this Agreement will be construed as creating any right in the Optionee to continued employment with or to continue providing services to the Company, or as altering or amending the existing terms and conditions of the Optionee’s employment or service.

H. Option Confers No Rights as Stockholder . The Optionee has no rights as a stockholder of the Company with respect to any Shares of stock of the Company which are subject to the Option hereunder, unless and until the Optionee becomes a stockholder of record with respect to those Shares.

I. Compliance with IRS Code Section 409A . It is intended that the award, vesting and exercise of the Option will comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and treasury regulations relating thereto, so as not to subject Optionee to the payment of any interest or tax penalty, provided, however, that neither the Company, its affiliates or any of their directors, officers, employees, consultants, or other agents shall be liable to Optionee or otherwise responsible for any such interest and tax penalties.

J. Amendment and Waiver . The provisions of this Agreement may be amended or waived only by written agreement between the Company and the Optionee. The Optionee hereby releases and waives any claims against the Company based on any delay in the delivery of this Agreement.

The Optionee acknowledges he or she has reviewed a copy of the Plan and represents that he or she is familiar with its terms and provisions, and hereby accepts this Option subject to all of the terms and provisions of the Plan.


N AVIGANT C ONSULTING , I NC .
By:  

 

Its:  

 

Optionee:

 

(Optionee’s Signature)

 

Name Printed
Dated:  

 

Residence Address:

 

 

Exhibit 10.3

NAVIGANT CONSULTING, INC.

DIRECTORS’ DEFERRED FEES PLAN

ARTICLE I

Purpose

The purpose of the Navigant Consulting, Inc. Directors’ Deferred Fees Plan is to provide Non-Employee Directors with the opportunity to defer the receipt of all or a portion of their annual cash retainer and meeting attendance fees. All capitalized terms used in the Plan shall have the meanings set forth in Article II.

ARTICLE II

Definitions

“Board” means the Board of Directors of Navigant Consulting, Inc.

“Company” means Navigant Consulting, Inc.

“Deferral” shall have the meaning set forth in Section 4.1.

“Deferral Account” means a bookkeeping account in the name of a Non-Employee Director who elects to defer, pursuant to the Plan, all or a portion of his or her Retainer/Fees.

“Deferral Crediting Date” shall have the meaning set forth in Article V.

“Deferral Election” shall have the meaning set forth in Section 4.1.

“Distribution Date” shall have the meaning set forth in Section 7.1.

“Interest Account” means an account established on behalf of a Non-Employee Director pursuant to Article VI of the Plan.

“Non-Employee Director” means any director of the Company who is not an officer or employee of the Company or any subsidiary of the Company.

“Plan” means Directors Deferred Fees Plan, as amended and restated from time to time.

“Plan Year” means the 12-month period coincident with the calendar year.

“Prime Rate” means the interest rate published from time to time by LaSalle Bank N.A.

“Retainer/Fees” means the annual cash retainer fee and meeting attendance fees payable to Non-Employee Directors for service as a member of the Board or a committee of the Board,


excluding such fees that a Non-Employee Director elects to forgo in exchange for Elective Options granted under the Company’s Long-Term Incentive Plan.

“Termination Date” means the date on which a Non-Employee Director ceases to serve as a member of the Board.

“Valuation Date” means the last day of each calendar month.

ARTICLE III

Administration

The Board shall administer the Plan or a committee designated by the Board. The Board shall, subject to the terms of this Plan, interpret this Plan and the application thereof, and establish rules and regulations it deems necessary or desirable for the administration of this Plan. All such interpretations, rules and regulations shall be final, binding and conclusive. The Board may delegate administrative duties under the Plan to one or more agents, as it shall deem necessary or advisable.

ARTICLE IV

Deferral Elections

4.1. Eligibility for Deferral Elections . Each Non-Employee Director shall be eligible to participate in the Plan. Prior to the first day of each Plan Year, a Non-Employee Director may make an irrevocable election to defer receipt of all or any portion of his or her Retainer/Fees for such Plan Year in accordance with this Article (each such election shall be referred to as a “Deferral Election” and the amounts deferred pursuant to such an election the “Deferral”). A Non-Employee Director shall be eligible to make a Deferral Election if he or she is a current member of the Board or has been elected to the Board on the date such election is made.

4.2. Election Procedures . All Deferral Elections must be made in accordance with procedures prescribed by the Board, and must be received by the Plan administrator prior to the first day of the Plan Year for which such election is effective. Any Deferral Election shall apply only to the Retainer/Fees otherwise payable in the year for which the Deferral Election is made.

ARTICLE V

Deferral Accounts

All amounts deferred pursuant to a Non-Employee Director’s Deferral Elections under the Plan shall be credited to a Deferral Account maintained on behalf of such Non-Employee Director as of the first business day of each quarter (the “Deferral Crediting Date”). A Non-Employee Director shall be fully vested at all times in the balance of his or her Deferral Account.


ARTICLE VI

Interest Account

Under the Interest Account, interest will be credited to the Non-Employee Director’s Deferral Account as of each Valuation Date and on the date the final payment of a Deferral is to be made based on the balance in the Non-Employee Director’s Deferral Account deemed invested in the Interest Account on the Valuation Date or such final payment date. The rate of interest to be credited will be the quoted rated on a ten-year U.S. Treasury Note as of the first business day of each year, plus one percent.

ARTICLE VII

Payment of Deferral Accounts

7.1. Time and Method of Payment . Payment of a Non-Employee Director’s Deferral Account shall be made in a single lump sum or in installments as elected by the Non-Employee Director prior to his or her Termination Date. If a Non-Employee Director’s Deferral Account is payable in a single lump sum, the payment shall be made as soon as practicable after the first day of the Plan Year following the Termination Date, (the “Distribution Date”). If a Non-Employee Director’s Deferral Account is payable in installment payments, then the Non-Employee Director’s Deferral Account shall be paid in substantially equal annual installments over the period, not longer than 10 years, as elected by the Non-Employee Director, and commencing as soon as practicable following the Distribution Date.

7.2 Form of Payment . The payment of that portion of a Deferral Account invested in the Interest Account shall be made in cash.

7.3 Installment Payments. If installment payments are elected pursuant to Section 7.1, the amount to be paid to the Non-Employee Director on each payment date shall be determined as follows: the amount of the principal payment of each installment shall be determined by dividing the current principal balance by the number of remaining installment payments and the amount of the interest payment shall be determined by dividing the current interest balance by the number of remaining installment payments.

ARTICLE VIII

Payment Upon Death of a Non-Employee Director

8.1. Payment to Beneficiary . In the event a Non-Employee Director dies before all amounts credited to his or her Deferral Account have been paid, payment of the Non-Employee Director’s Deferral Account shall be made or shall commence in the form of payment elected by the Non-Employee Director or in such other form designated by the Board in its sole discretion.

8.2 Designation of Beneficiary . Each Non-Employee Director may file with the Corporate Secretary a written designation of one or more persons as such Non-Employee Director’s beneficiary or beneficiaries (both primary and contingent) in the event of the Non-Employee Director’s death. Each beneficiary designation shall become effective only when filed in writing with the Corporate Secretary during the Non-Employee Director’s lifetime on a form prescribed by the Company. The filing with the Corporate Secretary of a new beneficiary


designation shall cancel all previously filed beneficiary designations. If a Non-Employee Director fails to designate a beneficiary, or if all designated beneficiaries of a Non-Employee Director predecease the Non-Employee Director, then the Deferral Account shall be paid to the Non-Employee Director’s estate.

ARTICLE IX

Funding

The Company shall pay benefits payable under the Plan to any Non-Employee Director. The Company shall not be required to fund, or otherwise segregate assets to be used for payment of benefits under the Plan. Notwithstanding the foregoing, the Company, in the discretion of the Board, may maintain one or more grantor trusts (each, a “Trust”) to hold assets to be used for payment of benefits under the Plan. The assets of the Trust shall remain the assets of the Company subject to the claims of its general creditors. Any payments by a Trust of benefits provided to a Non-Employee Director under the Plan shall be considered payment by the Company and shall discharge the Company of any further liability under the Plan for such payments.

ARTICLE X

General

10.1. Effective Date; Termination . This Plan, as amended and restated herein, shall be effective as of the Effective Date. The Board may terminate this Plan at any time. Termination of this Plan shall not affect the payment of any amounts credited to a Non-Employee Director’s Deferral Account.

10.2. Amendments . The Board may amend this Plan as it shall deem advisable, subject to any requirement of stockholder approval required by applicable law, rule or regulation. No amendment may impair the rights of a Non-Employee Director to payment of his or her Deferral Account without the consent of such Non-Employee Director.

10.3. Non-Transferability of Benefits . No benefit payable at any time under the Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment, or other legal process, or encumbrance of any kind. Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such benefits, whether currently or thereafter payable, shall be void. No person shall, in any manner, be liable for or subject to the debts or liabilities of any person entitled to such benefits. If any person shall attempt to, or shall alienate, sell, transfer, assign, pledge or otherwise encumber his benefits under the Plan, or if by any reason of his bankruptcy or other event happening at any time, such benefits would devolve upon any other person or would not be enjoyed by the person entitled thereto under the Plan, then the Board, in its discretion, may terminate the interest in any such benefits of the person entitled thereto under the Plan and hold or apply them for or to the benefit of such person entitled thereto under the Plan or his spouse, children or other dependents, or any of them, in such manner as the Board may deem proper.

10.4. Forfeitures and Unclaimed Amounts . Unclaimed amounts shall consist of the amounts of the Deferral Account of a Non-Employee Director that are not distributed because of the Board’s inability, after a reasonable search, to locate a Non-Employee Director or his or her


Beneficiary, as applicable, within a period of two (2) years after the Distribution Date upon which the payment of any benefits becomes due. Unclaimed amounts shall be forfeited at the end of such two-year period. These forfeitures will reduce the obligations of the Company under the Plan and the Non-Employee Director or Beneficiary, as applicable, shall have no further right to his Deferral Account.

10.5. Governing Law . This Plan and all determinations made and actions taken pursuant thereto shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to