Summary of Compensation Arrangements for Non-Employee Directors as of January 1, 2017

Summary

This document outlines the compensation for non-employee directors of the company as of January 1, 2017. Non-employee directors receive annual grants of company stock and cash retainers for their service on the Board, with higher amounts for the Chairman. Additional cash compensation is provided for serving as chairs or members of various Board committees. Payments are made quarterly, and the amounts vary depending on the director's role and committee participation.

EX-10.17 3 cba-20161231xexh1017.htm EXHIBIT 10.17 Exhibit


Exhibit 10.17


SUMMARY OF COMPENSATION ARRANGEMENTS
FOR NON-EMPLOYEE DIRECTORS

As of January 1, 2017, non-employee directors are entitled to receive stock-based and cash compensation for their service on the Board of Directors as follows:

Stock-Based Compensation:
Effective immediately before the 2017 Annual Meeting of Shareholders, each non-employee director will receive an annual grant of shares of our common stock with a fair value of $45,000, other than the Chairman of the Board, who will receive an annual stock grant with a fair value of $67,500.

Cash Compensation:
Each non-employee director receives an annual cash retainer of $40,000, other than the Chairman of the Board, who receives an annual cash retainer of $60,000, in each case payable quarterly.

Cash compensation for participation on Board committees is also paid quarterly. The Chair of the Audit Committee receives an additional annual cash retainer of $15,000, while each other member of the Audit Committee receives $4,000. The Chairs of each of the Nominating and Governance, Compensation, and Strategic Planning Committees receive an additional annual cash retainer of $10,000, while all other committee members receive $2,000 for each committee position.