Ex-10.17 Summary of Director and Executive Officer Compensation

Contract Categories: Human Resources - Compensation Agreements
EX-10.17 2 g12127exv10w17.htm EX-10.17 SUMMARY OF DIRECTOR AND EXECUTIVE OFFICER COMPENSATION Ex-10.17
 

Exhibit 10.17
America Service Group Inc. (the “Company”)
Summary of Director and Executive Officer Compensation
I.   DIRECTOR COMPENSATION. Directors who are employees of, or paid consultants to, the Company do not receive additional compensation for serving as directors of the Company. The following table sets forth current rates of cash compensation for the Company’s non-employee directors.
         
Annual retainer
  $ 30,000  
Board meeting attendance fee
  $ 1,500  
Audit Committee Chair annual retainer
  $ 15,000  
Audit Committee meeting fee for all Audit Committee meetings held on a date other than a Board meeting date
  $ 2,500  
Corporate Governance and Nominating Committee Chair, Incentive Stock and Compensation Committee Chair and Ethics and Quality Assurance Committee Chair annual retainer
  $ 5,000  
Committee meeting fee for all committee meetings other than Audit Committee held on a date other than a Board meeting date
  $ 1,000  
     The Board compensation program provides that each new Director (as defined by the Amended and Restated 1999 Incentive Stock Plan) upon election to the Board receive 10,000 restricted shares of the Company’s common stock. Under the terms of the restricted shares, each new Director shall have the right, among other rights, to receive cash dividends on all of the shares and to vote such shares until the Director’s right to such shares is forfeited of becomes nonforfeitable. These shares become nonforfeitable in equal annual installments over four years beginning on the first anniversary of the date the shares are issued.
     In addition, the Board compensation program provides that each non-employee director will receive 1,500 restricted shares of the Company’s common stock on an annual basis. Each non-employee director shall have the right, among other rights, to receive cash dividends on all of these shares and to vote such shares until the non-employee director’s right to such shares is forfeited or becomes nonforfeitable. These shares become nonforfeitable in equal annual installments over three years beginning on the first anniversary of the date the shares are issued.
II.   EXECUTIVE OFFICER COMPENSATION. The following table sets forth the current annual base salaries provided to the Company’s Chief Executive Officer and most highly compensated executive officers.
         
Executive Officer   Current Salary
Michael Catalano
  $ 578,136  
Richard Hallworth
    344,760  
Michael W. Taylor
    317,220  
Lawrence H. Pomeroy
    259,080  
Dr. Carl J. Keldie
    329,163  

 


 

          In addition to their base salaries, the Company’s Chief Executive Officer and most highly compensated executive officers are also eligible to:
    receive cash bonuses under the Company’s Annual Incentive Compensation Plan, which has been filed at Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed on March 10, 2008.
 
    participate in the Company’s long-term incentive program, which currently involves the award of stock options or restricted stock pursuant to the Company’s Amended and Restated 1999 Incentive Stock Plan;
 
    participate in the Company’s broad-based benefit programs generally available to its salaried employees, including health, disability and life insurance programs, 401(k) Plan and Employee Stock Purchase Plan.