Director
& Executive
Compensation
Table of Contents
Introduction
3
Compensation-Related Shareholder Proposals
10
2009 Say-on-Pay Votes
12
Compensation Consultant Independence
13
Alternate Summary Compensation Table
14
Excessive Risk 15
Performance Compensation Clawback Policies 16
Long-Term Compensation
18
Executive Perks
19
Director and Executive Stock Ownership Guidelines
20
Annual NEO Bonuses 22
Equity Grant Policies
24
Potential Post-Employment or Change in Control Compensation Disclosure
25
Change in Control Benefits
26
Employment Agreements and Severance Arrangements with NEOs
28
Director Compensation
29
Survey Methodology
46
