Director Compensation Structure for Board of Directors (Effective May 18, 2009)

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation structure for members of the Board of Directors, including annual retainers, restricted stock grants, and meeting participation fees. Directors receive an annual retainer of $18,000, while the Chairman receives $25,000, both paid in two installments. Directors and the Chairman are also granted restricted stock, with the only restriction being continued service until the next annual shareholders meeting. Additional fees are paid for attending board and committee meetings, with daily caps and specific rates based on meeting type and duration.

Read More Arrow
EX-10.5 5 dex105.htm DIRECTOR COMPENSATION STRUCTURE Director Compensation Structure

Exhibit 10.5

BOARD OF DIRECTORS COMPENSATION

 

Annual Retainer:    Directors - $18,000 paid in two installments – May & November.
   Chairman - $25,000 paid in two installments – May & November.
Restricted Stock:    Restricted stock with a grant date value of $50,000 for Directors and $55,000 for the Chairman. The only restriction on the shares shall be service on the Board of Directors until the next annual shareholders meeting.
Attendance Participation Fee:   
   Board Meetings:   

$1,000 per in person meeting or conference call lasting more than 4 hours

$500 per telephonic meeting at least 1.5 hours and less than 4 hours

$200 per telephonic meeting of less than 1.5 hours

   Committee Meetings with substantive preparation:   
  

Audit Committee:

   

Chair - $2,000 per meeting

Members - $1,000 per meeting

  

Compensation Committee and Nominating and Corporate Governance Committee:

   

Chair - $1,000 per meeting

Members - $1,000 per meeting

   Committee Meetings without substantive preparation and telephonic meetings of less than 1 1/2 hours:    $200 per meeting
Board and Committee fees are capped at a maximum of $2,750 per day for each Director who serves on multiple committees. The Board Chairperson shall assist in scheduling all committee meetings. Insubstantial meetings as determined by the appropriate Chair (e.g. simply approving prior minutes, brief approval for required action), will not be compensated. Fees to be paid in arrears for prior quarter’s meetings.

May 18, 2009