DYCOM INDUSTRIES, INC. BOARD OF DIRECTORS DESCRIPTION OF NON-EMPLOYEE DIRECTORS' COMPENSATION Effective as of November 20, 2012

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.