Dycom Industries, Inc. Non-Employee Directors' Compensation Policy (Effective November 20, 2012)

Summary

This document outlines the compensation policy for non-employee directors of Dycom Industries, Inc., effective November 20, 2012. Non-employee directors receive an annual retainer, additional fees for serving as lead director or committee chairs, and meeting attendance fees. Directors are also reimbursed for reasonable expenses related to meetings. Additionally, annual and initial equity awards are granted under the 2007 Non-Employee Directors Equity Plan, with award details determined by the Compensation Committee.

EX-10.24 3 dyfy2013ex1024.htm EXHIBIT 10.24 DY FY 2013 EX 10.24

Exhibit 10.24

DYCOM INDUSTRIES, INC. BOARD OF DIRECTORS

DESCRIPTION OF NON-EMPLOYEE DIRECTORS'

COMPENSATION

Effective as of November 20, 2012

Annual Retainer


•	$42,500 per year.

Lead Director Fees


•	$15,000 per year.

Committee Chairman Fees


•	$15,000 per year for Audit Committee chair.


•	$10,000 per year for Compensation Committee chair.


•	$7,500 per year for the chair of the Corporate Governance Committee and the Finance Committee.

Committee Member Fees


•	$1,250 for each regular committee meeting attended in person.


•	$750 for each telephonic committee meeting attended.

Meeting Fees


•	$2,250 for each regular or special Board of Directors meeting attended in person.


•	$1,000 for each telephonic Board of Directors meeting attended.

Expenses


•	Reimbursement for reasonable expenses incurred in connection with meetings.

Equity Awards


•	Pursuant to the 2007 Non-Employee Directors Equity Plan, an annual equity award will be granted to each continuing non-employee director as of the date of Dycom's annual general meeting of shareholders. The value, form and terms of the award are recommended by the Compensation Committee.


•	Pursuant to the 2007 Non-Employee Directors Equity Plan, an equity award will be granted upon a new non-employee director's initial election or appointment to the Board of Directors. The value, form and terms of the award are recommended by the Compensation Committee.