Cooper Tire & Rubber Company Independent Director Compensation and Stock Ownership Guidelines (2011)
Cooper Tire & Rubber Company outlines the compensation and stock ownership requirements for its independent directors, as approved by the Board on August 3, 2011. Effective October 1, 2011, independent directors receive an $80,000 annual retainer, with additional fees for committee chairs and the lead director. Starting at the 2012 annual meeting, directors also receive an annual phantom stock grant valued at $100,000. Directors are required to own at least 15,000 shares within five years of appointment.
Exhibit (10)(iii)
COOPER TIRE & RUBBER COMPANY
Written Description of Changes to Independent Director Compensation and Stock Ownership Guidelines
(as approved by the Board of Directors on August 3, 2011)
Cash Compensation (effective October 1, 2011):
Annual Retainer: $80,000
Annual Fees for Committee Chairs and Lead Director:
Audit Committee Chair: $15,000
Compensation Committee Chair: $10,000
Nominating and Governance Committee Chair: $10,000
Lead Director: $15,000
Equity Compensation (effective at 2012 Annual Meeting):
Annual Phantom Stock Grant: $100,000
Stock Ownership Guidelines (effective immediately):
Amount: 15,000 shares
Time for new Director to reach: 5 years
1
