R.H. Donnelley Corporation FY2006 Non-Employee Director Board Compensation Summary

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Summary

This document outlines the compensation structure for non-employee directors of R.H. Donnelley Corporation for fiscal year 2006. Non-employee directors receive annual and meeting fees, additional retainers for committee chairs and the lead director, and equity awards in the form of deferred shares and stock options. Vesting of equity awards occurs over three years, with accelerated vesting in certain circumstances. Full-time executive officers or employees do not receive this board compensation.

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EX-10.85 5 g00222exv10w85.htm EX-10.85 EX-10.85  

Exhibit 10.85
Draft of February 23, 2006
R.H. Donnelley Corporation
Summary of Board Compensation
(Non-employee directors)
         
    FY2006
Board Compensation
        
Annual Retainer Fee
  $ 40,000  
Additional Retainer Fee to Lead Director
  $ 36,000  
Meeting Fee:
        
- in person
  $ 1,200  
- telephonic
  $ 500  
Committee Compensation
        
Corporate Governance Committee
Chairperson Retainer
  $ 8,000  
Committee Meeting Fee
  $ 1,200  
Committee Meeting Fee (Chairperson) Compensation and Benefits Committee
  $ 1,000  
Chairperson Retainer
  $ 8,000  
Committee Meeting Fee
  $ 1,200  
Committee Meeting Fee (Chairperson) Audit and Finance Committee
  $ 1,000  
Chairperson Retainer
  $ 12,000  
Committee Meeting Fee
  $ 1,200  
Committee Meeting Fee (Chairman)
  $ 1,000  
In addition to their cash contribution, each non-employee director will receive 1,500 deferred shares of the Company’s common stock and an option to purchase 1,500 deferred shares of the Company’s common stock on the day of each annual stockholders meeting. All such deferred shares and option grants vest in three equal installments as of the close of business on the day immediately preceding the date of three annual meetings stockholders immediately following the date of the grant, subject to accelerated vesting in the event of death, disability or retirement at or after age 65 or a change in control of the Company.
No compensation for board service is paid to directors who are full-time executive officers or employees of the Company.