Centrue Financial Corporation Director Fee Schedule and Deferred Fee Plan Summary
This document outlines the compensation structure for non-employee directors of Centrue Financial Corporation. Directors receive set fees for attending board, stockholder, and committee meetings, with additional retainers for the Chairman of the Board and the Chairman of the Audit Committee. Directors are also granted stock options annually. They may choose to receive their fees in cash or defer them, with deferred amounts converted into phantom stock units, payable in stock or cash after leaving the board or reaching age 65.
Exhibit 10.10
SUMMARY OF DIRECTOR FEES
Each non-employee director of Centrue Financial Corporation earns $2,500 for every regularly scheduled board meeting and stockholder meeting attended and $500 for each committee meeting attended. Additionally, each non-employee director earns $1,000 for each ad hoc and telephonic board meeting attended, and $1,000 for each loan committee meeting attended. The Chairman of the Board receives a retainer of $18,750 per calendar quarter, and the Chairman of the Audit Committee receives a retainer of $10,000 per calendar quarter. After each annual meeting of stockholders, each non-employee director also receives options to purchase 5,000 shares of common stock pursuant to the 2003 Stock Incentive Plan. Each non-employee director also earns $2,000 for each Centrue Bank board meeting attended and $500 for each committee meeting attended.
Pursuant to the Centrue Financial Corporation Non-Employee Directors’ Deferred Fee Plan, a director may elect to receive his or her director fees either in cash on a quarterly basis with no deferral of income, or to defer receipt of all or a portion of such compensation until a time following termination of such director’s service on the board or age sixty-five (65). Amounts deferred are converted into phantom stock units with each such unit representing a share of our common stock plus dividends. Distributions of amounts credited under the director’s account may be made in shares of our common stock or, at the election of the participating director, in cash.
