Exhibit 10.2
Fiscal 2008 Director Compensation Guidelines
Directors’ compensation is established by the board of directors upon the recommendation of the Governance
and Nominating Committee. In March 2009, the Governance and Nominating Committee recommended that
compensation for non-employee directors remain the same for the year following the annual meeting, including an
approximate market value for the annual equity grant of $40,000; accordingly, the number of shares of restricted
stock or restricted stock units granted for the year will be based on a more current stock price. 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 2009 grant of restricted stock or 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 2009, the following compensation guidelines are expected to apply, with cash retainers payable
quarterly in arrears:
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 non-employee 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. Non-employee directors do not participate in the retirement
plans available to employees, nor do they participate in the annual or long-term equity incentive programs that
have been developed for employees.
For the annual equity grant made following the annual meeting of shareholders, non-employee directors have a
choice between restricted stock units and shar