EMS Technologies, Inc. Non-Employee Director Compensation Policy (November 12, 2009)

Contract Categories: Human Resources › Compensation Agreements
Summary

EMS Technologies, Inc. sets out the compensation structure for its non-employee directors, including annual retainers, meeting fees, stock options, and participation in a deferred compensation plan. Directors receive a base annual retainer, with additional payments for committee chair roles and meeting attendance. Compensation includes a mix of cash and deferred stock units, as well as stock options that vest over time. Directors may defer compensation into phantom stock units, payable after retirement or a set period. The company also provides liability insurance and reimburses travel expenses related to board duties.

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EX-10.1 4 g22130exv10w1.htm EX-10.1 exv10w1
Exhibit 10.1
EMS TECHNOLOGIES, INC.
Compensation of Non-Employee Directors
November 12, 2009
Annual Retainer — $40,000, paid quarterly (40%, or $16,000, automatically paid in deferred stock units under the Deferred Compensation Plan discussed below)
Additional Annual Retainer for Chairman of the Board — $100,000
Additional Annual Retainer for Chairman of the Audit Committee — $20,000
Additional Annual Retainer for Chairman of the Compensation Committee — $10,000
Additional Annual Retainer for Chairman of the Science & Technology Committee — $10,000
Board Meeting Fees — $2,500 for attendance in person, $1,000 for telephonic attendance; $1,000 for second day of a multi-day meeting
Committee Meeting Fees — $2,000 for attendance in person at a meeting occurring on a day other than the day of either a Board meeting or another committee meeting for which a particular director is compensated, or $500 for telephonic attendance (includes non-members if attending at the invitation of the Committee Chair); $1,000 for second day of a multi-day meeting
Options — 15,000 shares upon initial election (vesting 3,000 per year), exercisable at market price on date of grant

5,000 shares per year upon each re-election, vesting after 6 months and exercisable at market price on date of grant

Once vested, all options remain exercisable for six years from grant
Phantom Stock Deferred Compensation Plan — Each director may elect to designate all or a portion of his remaining cash compensation to purchase phantom EMS share units at current market prices. Cash payout occurs following retirement as a director or, for voluntary deferrals, after 5 years, subject to the director’s limited right to further defer. Payment is based on market value of the common stock at the time paid, and is taxable income to the director only at that time.
Umbrella Liability Insurance — $3 million personal liability coverage above normal limits under personally-maintained household/auto policies
Travel Expenses — The Company reimburses travel expenses incurred in connection with activities as a member of the Board and its Committees. An additional $1,000 each way is paid to any director traveling to or from a home located more than two time zones from the meeting site.