Description of Changes to Non-Employee Director Compensation and Stock Ownership Guidelines
On November 3, 2008, the Board of Directors approved changes in the non-employee Directors Compensation
effective May 1, 2009. The change gives a Director an option to receive the annual deferred share grant of
$80,000, with a limit of 15,000 shares, in cash in lieu of shares. Share grants vest immediately, but distribution of
shares may be deferred by the Director.
Before being allowed to make an election to receive cash, Directors would be required to hold 4x their current
annual retainer ($25,000) or $100,000 in TWE stock. To be considered as held by the Director, shares would
have to be either directly held or vested deferred shares.
Once the guideline was met, a board member could elect to receive any percentage of the annual $80,000 equity
grant as cash. The 15,000 share limit would be eliminated. These changes are intended to keep the directors’
compensation competitive. Total compensation and other elements of the directors’ compensation remain