EXHIBIT
10.31
SUMMARY
OF COMPENSATION ARRANGEMENTS FOR
NON-EMPLOYEE
DIRECTORS
The
following is a summary of the standard compensation arrangements for the
non-employee members of the Board of Directors of St. Mary Land &
Exploration Company (the “Company”) for 2007.
For service for the fiscal period from
May 16, 2007 through approximately May 15, 2008, the total annual target base
compensation for each non-employee director is $160,000. This base
compensation is in the form of restricted stock. The market price on
the date of grant determines the number of shares that are issued to the
director. The grants vest over the annual service and carry a
one-year holding period restriction following the expiration of the vesting
period as imposed by the Company. In addition to the base
compensation, the Board members are paid for meeting attendance fees and
committee chairpersons are paid an additional cash retainer.
The meeting attendance fees paid to the
non-employee directors is as follows:
1. Payment
of $750 for each Board meeting attended.
|
|
2.
|
Directors
serving on a committee are paid $600 for each committee meeting attended
and $375 for each telephonic committee
meeting.
|
|
|
3.
|
Directors
are reimbursed for expenses incurred in attending Board and committee
meetings.
|
The committee chairs will receive the
following cash payments in recognition of the additional workload of their
respective committee assignments. These amounts are to be paid at the
beginning of the annual service period.
1. Audit
Committee - $15,000
2. Compensation
Committee - $5,000
3. Nominating
and Corporate Governance Committee - $5,000