American Italian Pasta Company Board of Directors Compensation Program (Effective August 17, 2009)
This document outlines the compensation program for the Board of Directors of American Italian Pasta Company, effective August 17, 2009. It specifies annual cash retainers, equity grants, and additional fees for chairing or attending board and committee meetings. Directors are required to maintain a minimum stock ownership of $75,000 in company equity. The program also notes that compensation for service on new committees will be determined by the Board upon recommendation from the Compensation Committee.
Exhibit 10.1
American Italian Pasta Company
Board of Directors Compensation Program
Effective as amended August 17, 2009*
| Annual Board Retainer |
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| Cash |
| Chairperson: $60,000 in cash |
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| Other Board members: $30,000 in cash |
| Equity Grants |
| A number of shares of common stock equal to $55,000 payable once each year on, and based on the market price on, the first to occur of (1) the day of the annual stockholder meeting or (2) the third Thursday in February |
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| Audit Committee Chairperson |
| $8,000 per year |
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| Compensation Committee Chairperson |
| $5,000 per year |
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| Governance Committee Chairperson |
| $5,000 per year |
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| Enterprise Risk Management Committee Chairperson |
| $5,000 per year |
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| Board Meeting Attendance |
| $1,500 per meeting (as designated by the Chairperson as an official Board meeting) |
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| Committee Meetings |
| $1,000 per meeting (as designated by the Committee Chairperson as a paid meeting) |
*Compensation for service on any other committees will be reviewed and approved by the Board of Directors upon recommendation of the Compensation Committee when such committees are formed.
**Directors are required to maintain stock ownership equivalent to $75,000 in equity value.
