Summary of Non-Employee Director Compensation Program Revised November 29, 2017
EX-10.11 2 ggp12311710kexhibit1011.htm EXHIBIT 10.11 Exhibit
GGP INC.
2018 Non-Employee Director Compensation
(Effective January 1, 2018)
Annual fee paid to: | |||||
All non-employee Directors, including Chairman | $ | 200,000 | (1) | ||
Chairman | $ | 25,000 | |||
Audit Committee Chair | $ | 25,000 | |||
Compensation Committee Chair | $ | 15,000 | |||
Nominating & Governance Committee Chair | $ | 10,000 | |||
Lead Director | $ | 25,000 | |||
Equity Awards | |||||
New Director Award | $ | 75,000 | (2) |
(1) | Payable quarterly in arrears in cash, stock of the Corporation and/or Full Value LTIP Units in the proportion elected (or deemed to have been elected) by each non-employee Director before the end of the prior calendar year. Directors may elect to receive stock as (i) a single grant of restricted stock at the beginning of the year that vests over the calendar year 25% on the last day of each calendar quarter or (ii) quarterly grants on the last day of each calendar quarter. The number of restricted stock of the Corporation to be issued pursuant to the 2010 Plan in payment of the portion of the annual fee shall be determined using the closing price of the Corporation’s common stock on the date of the grant, with such number of shares to be rounded to the nearest whole share. The number of Full Value LTIP Units to be issued pursuant to the 2010 Plan in payment of the portion of the annual fee shall be determined using the Duff and Phelps value on the first trading day of the calendar year, with such number of shares to be rounded to the nearest whole share. A non-employee Director, other than those designated by a significant shareholder, must elect to receive at least 2/3 of his or her annual fee in the form of stock of the Corporation and/or Full Value LTIP Units if such Director does not meet the thresholds set forth in the Corporation’s Stock Ownership Guidelines for Non-Employee Directors. If a Director is no longer a Director at the end of the calendar quarter, no cash payment for the quarter will be due to the Director and any restricted shares and/or Full Value LTIP Units scheduled to vest as of the end of that quarter and thereafter will be forfeited. If a non-employee Director joins the board mid-year, the entire amount of their annual fee for the remainder of the year shall be made in cash. |
(2) | The New Director Award, which shall be in the form of restricted stock of the Corporation, vests one-third on the grant date and one-third on each of the first and second anniversaries of the grant date, and shall be made by the Compensation Committee pursuant to the 2010 Plan as soon as practicable upon a non-employee Director’s initial election or appointment to the Board. The number of shares to be issued in the New Director Award shall be determined based on the closing price of the Corporation’s common stock on the trading day on or after the grant date, with such number of shares to be rounded to the nearest whole share. |