CONTANGO OIL & GAS COMPANY Director Compensation Plan (Effective 10/1/13)

EX-10.66 2 exh1066boardofdirectorscom.htm CONTANGO OIL & GAS COMPANY DIRECTOR COMPENSATION PLAN Exh1066BoardofDirectorsCompensationPolicy10-1-2013


CONTANGO OIL & GAS COMPANY

Director Compensation Plan

(Effective 10/1/13)

Cash Compensation
•
Annual Retainer Fees (all payable quarterly, in arrears, with appropriate adjustments for partial periods)
◦
Board membership - $50,000 per year
◦
Non-Executive Board Chairman - $50,000 per year
◦
Audit Committee Chairman - $15,000 per year
◦
Compensation Committee Chairman - $10,000 per year
◦
Nominating & Governance Committee Chairman - $9,500 per year
◦
No separate retainer fee for Investment Committee Chairman

•
Meeting Fees (all payable quarterly, in arrears)
o
Regular Board
▪
$1,000 per meeting attended in person (no fee for telephonic)
▪
No maximum per year
o
Committee Meetings
§
$1,000 per meeting attended in person (no fee for telephonic)
§
No maximum per year
§
Payable in addition to regular board meetings, even if on same day

Equity Compensation
•
Annual grants (with appropriate adjustments for partial periods)
o
$110,000 in Restricted Stock, vesting on the first anniversary of the date of grant
o
Pro-rated amount granted upon re-election at fall / winter 2013 annual stockholders meeting
o
Full amount granted upon re-election at annual stockholders meetings beginning spring 2014
o
Pro-rated amount granted upon initial election for new members
o
All pro-rated grants based on portion of service year remaining between date of grant and the next May 31st 

Other
•
Each Directors is required to maintain ownership of at least fifty percent (50%) of the equity granted within the last three calendar years for service on the Board

•
Payment of reasonable travel expenses associated with Board and Committee Meeting attendance

•
No Director who is an employee of the Company will be compensated for service as a member of the Board of Directors or any committee of the Board of Directors