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FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 2004Description of Non-Employee Director Compensation (Exhibit 10.16)
Effective October 1, 2004, as a result of significantly
increased duties and responsibilities for the entire Board of Directors and its
committees, the cash compensation of non-employee directors was increased to a
base of $40,000 payable in cash, with an additional $5,000 for serving on one or
more committees of the Board of Directors, as compared to $34,750 and $ 5,000,
respectively, earned per year by non-employee directors prior to that time. The
Chairman of the Audit Committee will receive an additional $12,000 in cash for a
minimum of four meetings annually. The Chairmen for each of the Corporate
Governance and Compensation Committees will receive an additional $6,000 in cash
for a minimum of two meetings annually. All of these amounts are to be paid over
the course of a year in four equal installments. Since 1990, non-employee directors upon joining the Board
have been entitled to receive stock options to purchase 10,000 shares of common
stock, and on an annual basis on the day after the Annual Meeting of
Shareholders, options to purchase an additional 5,000 shares of common stock,
with each director entitled to hold options covering no more than 66,000 shares
at any one time. A new director is not entitled to receive the annual grant if
his or her initial grant was within 11 months of the initial grant of options.
All such stock options are granted at the current market price for the Company’s
common stock on the date of grant. At the date of this filing, the Compensation Committee of the Board is
reviewing equity compensation of non-employee board members, any changes in
which would be submitted to shareholders for their approval under New York Stock
Exchange rules.
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This page was last updated on Monday, March 21, 2005, at 01:14:12 PM. Copyright © 1994-2008 by Swift Energy Company. |
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