Amendment No. 2 to Discover Financial Services Directors’ Compensation Plan

Contract Categories: Human Resources › Compensation Agreements
Summary

This amendment updates the compensation structure for directors of Discover Financial Services, effective December 1, 2011. It specifies annual retainers for all eligible directors, with additional fees for the Lead Director, committee chairpersons, and committee members. The amendment outlines the exact amounts each role receives, ensuring clarity on director compensation. The plan applies to all eligible directors serving on the board and its committees.

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EX-10.10 2 dfsex101011302011.htm DIRECTORS COMPENSATION PLAN AS AMENDED BY AMENDMENT NO. 2 DFS Ex.10.10 11.30.2011
Exhibit 10.10
Amendment No. 2 to the
Discover Financial Services
Directors’ Compensation Plan
The Discover Financial Services Directors’ Compensation Plan (the “Plan”), is hereby amended in the following respects:

Effective December 1, 2011, the Plan is amended by replacing the text of Section 7 Annual Retainers with the following:

(a)    Board Members. Each Eligible Director shall be entitled to an Annual Retainer of $75,000.

(b)    Lead Director and Chairpersons. In addition to the Annual Retainer provided for in Section 7(a), each Eligible Director who is the (i) Lead Director shall be entitled to an annual Lead Director fee of $75,000; (ii) the Audit and Risk Committee Chair shall be entitled to an annual Committee Chair fee of $50,000; (iii) the Compensation Committee Chair shall be entitled to an annual Committee Chair fee of $25,000; and (iv) the Nominating and Governance Committee Chair shall be entitled to an annual Committee Chair fee of $25,000.

(c)    Committee Members. In addition to the Annual Retainer provided for in Section 7(a) and the Lead Director and Chairpersons fees provided for in Section 7(b), each Eligible Director, other than the Chairperson, of the (i) Audit and Risk Committee shall be entitled to an annual Committee Member fee of $15,000; (ii) Compensation Committee shall be entitled to an annual Committee Member fee of $10,000; and (iii) Nominating and Governance Committee shall be entitled to an annual Committee Member fee of $5,000.”