Description of Director Compensation (Effective 10/1/13)
EXHIBIT 10.24
Description of Director Compensation
(Effective 10/1/13)
Compensation Element |
| Terms or Amounts |
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General Board Service Cash |
| · Board retainer: $50,000 · Board meeting fees: none |
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General Board Service Equity |
| · Initial grant: Shares equal to a Black Scholes value of $300,000, with 70% of the value issued in stock-settled stock appreciation rights (SS-SARs) and 30% of the value issued in restricted stock units (RSUs). Black Scholes value to be based on value used for most recent annual executive compensation analysis.
· Annual grant: Shares equal to a Black Scholes value of $150,000, with 70% of the value issued in stock-settled stock appreciation rights (SS-SARs) and 30% of the value issued in restricted stock units (RSUs). Black Scholes value to be based on value used for most recent annual executive compensation analysis. |
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Equity Vesting |
| · Initial grant: SS-SARs: 4-year vest; 25% cliff vest after one year and monthly thereafter. RSUs: 4-year vest; 50% on the two year anniversary and 50% on the four year anniversary of the grant date. · Annual grant: 100% vest on the one year anniversary of the grant date. · If a director resigns from the Board effective at an annual meeting that is no more than 30 days prior to the vesting date of a grant, the director shall vest in that portion of the grant vesting on such vesting date. · Directors are eligible for an annual grant in their first year of service only if they have served as a Board director for at least 6 months prior to the annual grant. |
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Board Chair Compensation |
| · $20,000 additional Board Service retainer (i.e., total Board Service retainer of $70,000). · Receives same Committee member/chair retainers and equity awards as other Directors. |
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Lead Independent Director Compensation |
| · $20,000 additional Board Service retainer (i.e., total Board Service retainer of $70,000). · Receives same Committee member/chair retainers and equity awards as other Directors. |
Committee Service Compensation |
| · Any Board member who participates in the following Board committees shall receive the following additional retainer compensation: | ||||||||
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| Committee |
| Chair |
| Member |
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| Audit |
| $ | 20,000 |
| $ | 10,000 |
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| Compensation |
| $ | 15,000 |
| $ | 5,000 |
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| Corporate Governance & Nominating |
| $ | 10,000 |
| $ | 2,500 |
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| Operating Committee |
| $ | 20,000 |
| $ | 10,000 |
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