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CADMUS COMMUNICATIONS CORP/NEW - DEF 14A - 20040928 - DIRECTOR_COMPENSATION
Members of the Human Resources and Compensation Committee are Ms. Bradford and Messrs. Costello (Chairman), Garrett, Hamill and Stettinius.
No
member of this committee is or has been an employee of Cadmus within the past nine years. Furthermore, none of Cadmus executive officers has served on the board of directors of any company of which a Human Resources and Compensation Committee
member is an employee.
Directors Compensation
Cash Compensation
. Each director of Cadmus who
is not also an executive officer of Cadmus receives: (a) an annual retainer of $10,000; (b) $1,250 for attendance at each Board meeting; (c) $800 for attendance at each committee meeting; (d) $800 for each committee or Board meeting conference call
in which he participates; and (e) $400 for each quarterly earnings conference call in which he participates. The Chairman of the Board of Directors receives an additional $50,000 annually. Thomas C. Norris presently serves as Chairman of
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the Board of Directors. The Chairman of each committee, other than the Executive Committee, also receives an additional $2,000 annually.
Each director also is reimbursed for usual and ordinary expenses of meeting
attendance. A director who also is an employee of Cadmus or its subsidiaries receives no additional compensation for serving as a director.
Cadmus has in effect a plan under which directors may elect to defer their annual retainers and attendance fees generally until after the termination of
their service on the Board.
Non-Employee Director Stock
Compensation Plan
. The 1997 Non-Employee Director Stock Compensation Plan, which previously provided for grants of options for 1,000 shares of Cadmus stock from November 15, 1998 through November 15, 2002, expired with its
November 15, 2002 grants. Consequently, no grants were made in November 2003. If approved by shareholders, the 2004 Non-Employee Director Stock Compensation Plan (which is submitted for shareholder approval and described in more detail under
Item 4. Approval of the 2004 Non-Employee Director Stock Compensation Plan on page 43) would provide for annual grants of options for 1,000 shares of Cadmus stock from November 15, 2004 through November 15, 2008 to each person serving as
a member of the Board on each such November 15.
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