CT Communications, Inc. 2005 Non-Employee Director Compensation Description
CT Communications, Inc. outlines its 2005 compensation for non-employee directors. Each non-employee director receives an annual retainer of $12,000, with additional retainers for committee chair roles. Directors are paid for attending board and committee meetings, either in cash or company stock. New non-employee directors receive a one-time stock option grant, and all non-employee directors receive annual stock option grants. Compensation also includes payments for attending informational luncheons. The plan allows flexibility in payment forms and specifies the value of stock options based on the Black Scholes model.
Exhibit 10.2
Description of 2005 Compensation of Directors
During 2005, each director of CT Communications, Inc. (the “Company”) who is not employed by the Company or its subsidiaries (a “non-employee director”) is paid an annual retainer of $12,000. In addition, the Chairman of the Audit Committee is paid an annual retainer of $5,000 and the Chairman of each of the Compensation Committee and the Corporate Governance and Nominating Committee is paid an annual retainer of $3,000. Such annual retainers may be paid in the form of common stock issued under the Company’s 1996 Director Compensation Plan or the Company’s Amended and Restated 2001 Stock Incentive Plan.
Each non-employee director receives $1,250 for each meeting of the Board of Directors attended. Committee members are paid $750 per committee meeting attended. For meetings of the Board of Directors by telephone conference call, non-employee directors are paid $625 per call. For committee meetings by telephone conference call, committee members are paid $375 per call. Meeting attendance fees are paid in cash or common stock. New non-employee directors are granted a one-time stock option with a value of $10,000 (based on Black Scholes). Non-employee directors also receive an annual stock option grant with a value of $10,000 (based on Black Scholes), which is fully vested on the date of grant. Non-employee directors are also paid $750 in cash or common stock for each informational luncheon session attended, which informational luncheons are not counted as meetings of the Board of Directors other than for purposes of compensation.
