Cooper Tire & Rubber Company Independent Director Compensation and Stock Ownership Guidelines (2014)
Cooper Tire & Rubber Company has updated its compensation and stock ownership guidelines for independent directors, effective July 1, 2014. Independent directors will receive an annual cash retainer of $100,000, with additional fees for committee chairs and the lead director. They will also receive an annual phantom stock grant valued at $125,000. Directors are required to own at least $500,000 in company stock within five years of joining the board. These changes were approved by the Board of Directors on May 9, 2014.
Exhibit (10) (xviii)
COOPER TIRE & RUBBER COMPANY
Written Description of Changes to Independent Director Compensation and Stock Ownership Guidelines
(as approved by the Board of Directors on May 9, 2014)
Cash Compensation (July 1, 2014):
Annual Retainer: $100,000
Annual Fees for Committee Chairs and Lead Director:
Audit Committee Chair: $20,000
Compensation Committee Chair: $15,000
Nominating and Governance Committee Chair: $12,000
Lead Director: $20,000
Equity Compensation (effective at 2014 Annual Meeting):
Annual Phantom Stock Grant: $125,000
Stock Ownership Guidelines (May 9, 2014):
Amount: $500,000
Time for new Director to reach: 5 years
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