ACE Limited Outside Directors Compensation Parameters (August 2013)
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Summary
This document outlines the compensation structure for outside directors of ACE Limited as of August 2013. Directors receive an annual retainer of $260,000, paid partly in restricted stock and cash, with the option to receive the full amount in stock. Additional cash or stock premiums are provided for committee chairs and the lead director. Special meeting fees are also specified. Restricted stock awards become non-forfeitable after a year of continuous service. The agreement sets clear terms for director compensation and conditions for stock awards.
EX-10.1 2 ace-3312014xex101.htm EXHIBIT 10.1 ACE-3.31.2014-Ex 10.1
Exhibit 10.1
ACE Limited
Outside Directors Compensation Parameters
August 2013
• | Annual Retainer Fee of $260,000. Paid $160,000 in restricted stock and $100,000 cash or, at the election of the director, $260,000 in restricted stock. Includes expectation of service on up to two committees (not counting service on Executive Committee). No fees are payable for regular board or committee meetings. |
• | Annual premiums for committee chairs and lead director: |
— Audit–$25,000
— Compensation–$20,000
— Risk & Finance–$15,000
— Nominating & Governance–$12,000
— Lead director–$50,000
• | Annual premiums for selected committee service (non-chair): None. |
• | Committee chair and lead director service premiums are payable in cash quarterly or, at the election of the director, in restricted stock annually. |
• | Meeting fees for “special” meetings (required to consider transactions or other special circumstances, as determined jointly by the Lead Director and Chairman): $2,000 per telephone meeting, $3,000 for ‘in person’ meetings. Payable in cash quarterly. |
• | Restricted stock will be awarded at beginning of the plan year (i.e. the date of the Annual General Meeting) and become non-forfeitable at end of the plan year, provided that the grantee has remained an ACE director continuously during that plan year. Increases shall be paid on a pro-rated basis, based on date of award. |