Non-Employee Director Compensation Summary for Corinthian Board of Directors (Effective August 16, 2012)
This agreement outlines the compensation for non-employee members of Corinthian's Board of Directors. Each director receives an annual retainer of $60,000, with additional retainers for committee service and chair positions. Directors also receive $1,500 for each board or committee meeting attended beyond six per year. Annually, directors are granted deferred stock units (DSUs) valued at $90,000, with an extra $30,000 in DSUs for the lead independent director. DSUs vest quarterly and have restrictions on sale and taxation until certain conditions are met, such as separation from the board or a change in company control.
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Exhibit 10.63
The following is a summary description of the arrangements with the Company's non-employee members of the Board of Directors regarding their compensation effective as of August 16, 2012:
Each non-employee director is paid an annual retainer of $60,000 for his or her services as a director. Each member of the Compensation Committee (other than the Chairperson) receives an additional annual retainer of $10,000; and the Chairperson of the Compensation Committee receives an annual retainer of $25,000. Each member of the Audit Committee (other than the Chairperson) receives an additional annual retainer of $10,000; and the Chairperson of the Audit Committee receives an annual retainer of $25,000. Each member of the Nominating and Corporate Governance Committee (other than the Chairperson) receives an additional annual retainer of $10,000; and the Chairperson of the Nominating and Corporate Governance Committee receives an annual retainer of $15,000. Each member of the Compliance Committee (other than the Chairperson) receives an additional annual retainer of $10,000; and the Chairperson of the Compliance Committee receives an annual retainer of $20,000. Non-employee directors will also receive $1,500 for each Board meeting attended in excess of six Board meetings in a fiscal year, and each Committee member will receive $1,500 for each Committee meeting attended in excess of six meetings in a year.
Each non-employee director will also receive an annual grant of deferred stock units ("DSUs") with a target value of $90,000, calculated based upon the average closing market price of the Company's common stock during the month prior to the month in which the grant is made. The lead independent director will also receive an additional annual grant of DSUs with a target value of $30,000, calculated in the same manner. These DSUs vest in four equal quarterly installments during the year following the grant date, but may not be sold, and remain tax-deferred, until the earlier to occur of (i) three years after the date of grant, (ii) the director's separation from service on the Board, (iii) the director's death or disability, or (iv) a change-in-control of Corinthian.
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- Exhibit 10.63
