FY2006Board 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
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)
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 Companys common stock and an option to purchase 1,500 deferred shares of the Companys 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.