Non-Employee Director Compensation Policy (Effective 1/24/14)
EX-10.2 3 d666304dex102.htm EX-10.2 EX-10.2
Exhibit 10.2
Non-Employee Director Compensation Policy
(Effective 1/24/14)
Compensation for Non-Employee Directors
Directors of Destination Maternity Corporation (the Company) who are also our employees receive no additional compensation for serving as a director or as a member of any Committee of the Board of Directors. Our current arrangements for non-employee directors are as follows:
(a) | The Company pays each non-employee director a retainer of $12,500 per quarter. Non-employee directors are not compensated for participation in meetings. |
(b) | Upon conclusion of the annual meeting of stockholders each year, the Company grants each non-employee director 4,000 shares of restricted stock pursuant to the Companys 2005 Equity Incentive Plan that will vest on the earlier of: (1) one year from the date of grant or (2) one day before the Companys next Annual Meeting of Stockholders, subject to acceleration in the event of the non-employee directors death or disability or upon a change in control of the Company. |
(c) | The Chair of each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, and each non-employee director who is a member of a Committee (including the Chair) is paid a quarterly retainer at the rates reflected in the below table: |
Committee / Position | Quarterly Retainer | |||
Audit Committee | ||||
Chair | $ | 3,750 | ||
Member | $ | 1,875 | ||
Compensation Committee | ||||
Chair | $ | 3,750 | ||
Member | $ | 1,250 | ||
Nominating and Corporate Governance Committee | ||||
Chair | $ | 2,500 | ||
Member | $ | 1,250 |
(d) | Board members are also reimbursed for their reasonable travel expenses incurred to attend meetings of our Board of Directors or Committees of the Board of Directors on which they serve. |
Also, our Non-Executive Chairman is entitled to the following additional compensation:
(a) | an additional retainer of $6,250 per quarter; and |
(b) | an additional 2,000 shares of restricted stock granted upon election or reelection of the Non-Executive Chairman to that position by the Board following the annual meeting of stockholders each year, that will vest on the earlier of: (1) one year from the date of grant or (2) one day before the Companys next Annual Meeting of Stockholders, subject to acceleration in the event of the Non-Executive Chairmans death or disability or upon a change of control of the Company. |