DIRECTORS COMPENSATION TABLE *
EXHIBIT 10.04
AMBAC FINANCIAL GROUP, INC.
DIRECTORS COMPENSATION TABLE *
EFFECTIVE AS OF JANUARY 1, 2004
| TYPE OF FEE | AMOUNT | MANNER OF PAYMENT | ||||
| Annual Fees/Awards | ||||||
| • Annual fee for serving as a director of Ambac Financial Group, Inc. | $ | 45,000 | ** | $45,000 payable quarterly in arrears in cash | ||
| • Annual fee for serving as a director of Ambac Assurance Corporation | None | |||||
| • Annual fee for chairing a committee of Ambac Financial Group, Inc. or Ambac Assurance Corporation | $ | 10,000 | Payable quarterly in arrears in cash | |||
| Meeting Fees | ||||||
| • Annual fee for serving as a committee member of the Audit Committee | $ | 10,000 | Payable quarterly in arrears in cash | |||
| • Annual fee for serving as a committee member of the Compensation Committee | $ | 5,000 | Payable quarterly in arrears in cash | |||
| • Annual fee for serving as a committee member of the Governance Committee | $ | 5,000 | Payable quarterly in arrears in cash | |||
| • Travel and related expenses incurred in attending a stockholder, board or committee meeting | | 100% of expenses incurred | | Payable in cash promptly upon submission of receipts to the Ambac Financial Group, Inc. Corporate Secretary | ||
| Non-Executive Chairman Retainer Fee | ||||||
| • Annual retainer fee for the Chairman of the Board | $ | 250,000 | Payable in arrears in cash | |||
| * | Directors who are employees of Ambac Financial Group, Inc. and its affiliates are not paid any fees or other compensation for serving as directors, but are reimbursed for travel and related expenses incurred in attending meetings. |
| ** | The cash portion of the annual fee is prorated to reflect service on the Board of less than one full year prior to the relevant annual meeting of stockholders. |
AMBAC FINANCIAL GROUP, INC.
DIRECTORS COMPENSATION TABLE
TO BECOME EFFECTIVE AS OF MAY 4, 2004
(CONTINUED PAGE 2 OF 2)
| TYPE OF FEE | AMOUNT | MANNER OF PAYMENT | ||
| Stock Awards | ||||
| • Annual Award of Restricted Units of Common Stock (RSUs) | Value of $60,000 RSUs on date of the Annual Meeting
| • The value of $60,000 of RSUs will be awarded annually on the date of the annual meeting of stockholders. The number of RSUs shall be equal to $60,000 divided by the average of the high and low selling price of Ambac’s Common Stock on the NYSE on the date of the Annual Meeting.
• The RSUs vest on the first anniversary of the grant | ||
| • Five-year Award of RSUs | Value of $210,000 RSUs on date of Annual Meeting (only granted once every 5 years) | • The value of $210,000 of RSUs are awarded on the date of the annual meeting of stockholders coincident with, or first succeeding the director’s election to the Ambac Financial Group, Inc. Board. The number of RSUs shall be equal to $210,000 divided by the average of the high and low selling price of Ambac’s Common Stock on the NYSE on the date of the Annual Meeting.
• These RSUs vest on the date of the annual meeting held in the fifth year following the date of grant
• Assuming the director remains on the Board following vesting, he or she will be awarded an additional $210,000 in RSUs
• RSUs are awarded under the 1997 Non-Employee Directors Plan, as amended | ||
| OTHER BENEFITS | DESCRIPTION | |
| • Deferred compensation | Under the Deferred Compensation Plan for Outside Directors and Eligible Senior Officers, non-employee directors may elect to defer all or part of their director compensation (including both annual and meeting fees) that is paid in cash | |
| • Health and welfare | Each non-employee director is permitted to enroll (without paying any premium) in the Ambac Financial Group, Inc. medical and dental plan and is eligible to receive a $50,000 term life insurance policy (without paying any premium) | |
