EX-10.17 SUMMARY OF DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
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EX-10.17 2 g05856exv10w17.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 Companys 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 Companys 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 unless the Directors right to such shares is forfeited. 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 Companys 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 directors 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 Companys Chief Executive Officer and most highly compensated executive officers. |
Executive Officer | Current Salary | |||
Michael Catalano | $ | 550,000 | ||
Richard Hallworth | 330,000 | |||
Michael W. Taylor | 300,000 | |||
Lawrence H. Pomeroy | 250,000 |
In addition to their base salaries, the Companys Chief Executive Officer and most highly compensated executive officers are also eligible to:
| receive cash bonuses under the Companys Annual Incentive Compensation Plan, which has been filed at Exhibit 10.1 to the Companys Current Report on Form 8-K filed on December 11, 2006. |
| participate in the Companys long-term incentive program, which currently involves the award of stock options pursuant to the Companys Amended and Restated 1999 Incentive Stock Plan; |
| participate in the Companys 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. |