American Italian Pasta Company Board of Directors Compensation Program (Effective December 4, 2008)
This agreement outlines the compensation program for the Board of Directors of American Italian Pasta Company, effective December 4, 2008. It specifies annual cash retainers and equity grants for the Chairman and other board members, as well as additional payments for committee chair roles and meeting attendance. Directors are also required to maintain a minimum stock ownership of $75,000 in company equity. The program covers compensation for existing committees and provides for future review of compensation for any new committees formed.
Exhibit 10.1
American Italian Pasta Company
Board of Directors Compensation Program
Effective December 4, 2008*
| Annual Board Retainer
Cash
Equity Grants |
Chairman: $60,000 in cash Other Board members: $30,000 in cash 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 Chairman | $8,000 per year |
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| Compensation Committee Chairman | $5,000 per year |
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| Governance Committee Chairman | $5,000 per year |
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| Board Meeting Attendance | $1,500 per meeting (as designated by the Chairman as an official Board meeting) |
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| Committee Meetings | $1,000 per meeting (as designated by the Committee Chairman 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.
