Tesoro Corporation Non-Employee Director Compensation Program (2015 Revision)

Contract Categories: Human Resources › Compensation Agreements
Summary

Tesoro Corporation has established a compensation program for its non-employee directors, effective January 1, 2015. Under this program, each non-employee director receives an annual retainer of $270,000, split between $120,000 in cash and $150,000 in restricted stock units (RSUs) that vest after one year. Additional annual payments are provided to the Lead Director and Committee Chairs, ranging from $15,000 to $75,000, depending on the role. The RSUs include rights to dividends and are granted at the annual stockholders' meeting.

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EX-10.1 2 tso1q2015-ex101.htm NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM TSO1Q2015-EX.10.1
Exhibit 10.1

TESORO CORPORATION
NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
(Revisions adopted February 2015, effective as of January 1, 2015)



As previously disclosed, the Company’s director compensation program for 2015 provide for an annual retainer of $270,000, payable $120,000 in cash and $150,000 in the form of restricted stock units representing the right to receive shares of common stock with dividend equivalent rights (“RSUs”). Such RSUs vest one year from the date of grant, which is made in connection with the annual meeting of stockholders.

In addition, independent Lead Director and Committee Chairs are entitled to the following annual amounts: Lead Director -- $75,000; Audit Committee Chair and Compensation Committee Chair -- $20,000; Environmental Health, Safety & Security Committee Chair and Governance Committee Chair -- $15,000.