S-K 402(k)

Director Compensation Disclosures

Summary

S-K 402(k) requires a Director Compensation Table

Tabular summary of all compensation and related items

Including perks and consulting fees
Including payments or promises in connection with director legacy and charitable award programs
Similar to the Summary Compensation Table for NEOs
But information is required only for the last fiscal year

Must include a narrative disclosure to describe
any material factors necessary to understand the table

E.g., a breakdown of types of fees
E.g., policies regarding the timing and pricing
of option grants to directors

New requirement per SEC Release 33-8732 2006

Final release commentary Rel 33-8752 §II.C.9
See also SEC FAQs below 1.24.07

Dec 2006 Amendments

Changes made to Director Compensation Table

Per SEC Rel 33-8765 12.29.06

Changes are already effective

New quantitative measure for stock and option awards

Affects dollar value used in Stock Awards and Option Awards columns

Same change applies to the Summary Compensation Table

Has affect of spreading out value of award over the vesting period, rather than being fully reflected in year of grant

Must now use the compensation cost of awards over their requisite service period
Rather than their aggregate grant date fair value

Grant date fair value will instead be disclosed in a new column in the Grants of Plan-Based Awards Table

Forfeitures are required to be described in accompanying footnotes

More detail at SEC Rel 33-8765

Includes text of rule changes at
S-K 402(k) Director Compensation Table

S-K 402(k) Compensation of directors

Rules

S-K 402(k)(1)

Requires a Director Compensation Table

S-K 402(k)(2)

Sets forth required disclosures for the table
Which are are detailed in the annotated table below

S-K 402(k)(3)

See Narrative description below

Annotated Table - Director Compensation

a	b	c	d	e	f	g	h
Name	Fees	Stock Awards	Option Awards	Incentive Comp	Deferred Comp	All Other Comp	Total
A
B
C
D
E

Column
a	Name S-K 402(k)(2)(i) Doesn't apply to directors who are NEOs Who are instead covered by the Summary Compensation Table
b	Fees earned or paid in cash S-K 402(k)(2)(ii)
c	Stock awards S-K 402(k)(2)(iii) Note Instruction Disclose compensation cost of stock awards over their requisite service period valued per FAS 123R Footnotes must state the number of outstanding option awards for each director at FYE Forfeitures are required to be described in accompanying footnotes Amended by SEC Rel 33-8765 12.29.06
d	Option awards S-K 402(k)(2)(iv) Note Instruction Disclose compensation cost of option awards over their requisite service period valued per FAS 123R Footnotes must state the number of outstanding option awards for each director at FYE Forfeitures are required to be described in accompanying footnotes Amended by SEC Rel 33-8765 12.29.06
e	Non-equity incentive plan compensation S-K 402(k)(2)(v)
f	Pension value - Deferred comp earnings Change in pension value and nonqualified deferred compensation earnings S-K 402(k)(2)(vi) Requires disclosure of the sum of the aggregate change in the actuarial present value of each directors accumulated benefit under defined benefit and actuarial pension plans and above-market or preferential earnings on nonqualified deferred compensation
g	All other compensation S-K 402(k)(2)(vii) Specifically identify the cost of payments or promises to make payments under director legacy programs and similar charitable programs
h	Total S-K 402(k)(2)(viii)