R.G. Barry Corporation Board of Directors Compensation Summary

Summary

This document outlines the compensation structure for members of the Board of Directors of R.G. Barry Corporation. Directors receive an annual retainer, with the option to receive a portion as equity in the company. Additional cash retainers are provided for interim lead directors and committee chairs, as well as payments for participation in pension committee meetings and special board meetings, with higher compensation for in-person attendance. Special payments may also be made as approved by the Board. Compensation is paid in quarterly installments where applicable.

EX-10.4 2 dfz_20140329xexx104.htm EXHIBIT 10.4 DFZ_2014.03.29_EX_10.4

Exhibit 10.4



R.G. BARRY CORPORATION BOARD OF DIRECTORS COMPENSATION SUMMARY


Compensation Element	Individual Compensation
Annual Retainer (1)	$ 73,500 for 12-month period
Interim Lead Director or Committee Chair additional cash retainer (2)	$ 8,876 annually
Special Payments (3)	As approved by Board of Directors
Pension Committee Participation (4)	$ 500 per meeting
Special Meeting –Telephonic (5)	$ 1,000 per meeting
Special Meeting- In Person Participation (5)	$ 1,500 per meeting


(1)	Directors must elect annually how much of the annual retainer will be paid in the form of an equity award of common shares of R.G. Barry Corporation (the “Company”) (100%, 75% or a minimum requirement of 50%). Remainder of retainer is paid in the form of cash in quarterly installments.


(2)	Additional annual retainer paid in quarterly installments to each of the Interim Lead Director and the Chairs of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee.


(3)	Ad hoc payment in cash, as determined and approved by the Board of Directors.


(4)	As the Board of Directors’ liaison to the Company’s pension committee, one member of the Board of Directors receives $500 in cash for each meeting of that committee attended.

(5)

At the May 21, 2012 meeting of the Board of Directors, additional fees were approved for participation in any special meeting of the Board of Directors as may occur. The additional compensation to be paid in cash for each such special meeting is $1,000 per meeting for telephonic participation by a member of the Board of Directors and $1,500 per meeting for in-person participation by a member of the Board of Directors.