Director Compensation Policy for Board and Committee Service (as of May 13, 2009)

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation policy for directors of the company, including cash retainers, equity grants, and vesting schedules. Directors receive a $30,000 annual board retainer, with additional retainers for serving as Board Chair or on committees. Equity compensation includes initial and annual grants of stock-settled stock appreciation rights and restricted stock units, with specified vesting terms. No meeting fees are paid. The policy also details eligibility for annual grants and vesting acceleration in certain resignation scenarios. The terms were clarified as of May 13, 2009.

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EX-10.1 2 a09-18574_1ex10d1.htm EX-10.1

Exhibit 10.1

 

Description of Director Compensation*

 

Compensation Element

 

Terms or Amounts

General Board Service – Cash

 

·  Board retainer: $30,000

·  Board meeting fees: none

 

 

 

General Board Service – Equity

 

·  Initial grant: 21,000 shares of stock-settled stock appreciation rights (“SS-SAR’s”) and 4,500 shares of restricted stock units (“RSU’s”)

·  Annual grant: 8,400 shares of SS-SAR’s and 1,800 shares of RSU’s

 

 

 

Equity Vesting

 

·  Initial grant:

SS-SAR’s: 4-year vest; 25% cliff vest after one year and monthly thereafter

RSU’s: 4-year vest; 50% after two years and 50% on the four year anniversary of the grant date

·  Annual grant: 100% vest one year after the date of grant.

·  If a director resigns from the Board at an annual meeting that is within 30 days of the first anniversary of the date of grant, 100% of the annual grant will vest on the first anniversary of the date of grant.

·  Directors are eligible for an annual grant in their first year of service only if their election was at least 6 months prior to the annual grant

 

 

 

Board Chair Compensation

 

·  $10,000 additional Board Service retainer (i.e., total Board Service retainer of $40,000)

·  Receives same Committee member/chair retainers and equity awards as other Directors

 

 

 

Committee Service

 

·  Eliminate per meeting fees and replace with the following retainers:

 

 

 

 

Committee

 

Chair

 

Member

 

 

Audit

 

$

25,000

 

$

15,000

 

 

Compensation

 

$

15,000

 

$

10,000

 

 

Nominating & Governance

 

$

10,000

 

$

5,000

 

 

*  As clarified May 13, 2009.