Non-Employee Director Compensation

Contract Categories: Human Resources - Compensation Agreements
EX-10.45 2 ex-10452016123110k.htm EXHIBIT 10.45 Exhibit


Exhibit 10.45

Non-Employee Director Compensation

The non-employee directors (the “non-employee directors”) of Envision Healthcare Corporation (the “Company”) are entitled to receive the following annual compensation for service on the Company’s Board of Directors and its committees:
Director Compensation
 
Board Service
 
Committee Chair
 
Committee Member
Annual Cash Retainer
 
$90,000
 
 
 
 
Audit Committee
 
 
 
$35,000
 
$25,000
Compensation Committee
 
 
 
$35,000
 
$20,000
Nominating Committee
 
 
 
$25,000
 
$20,000
Compliance & Quality Committee
 
 
 
$25,000
 
$20,000
Annual RSU Award
 
$175,000
 
 
 
 

The Company maintains a supplemental executive and director retirement savings plan pursuant to which non-employee directors may defer up to 100 percent of their cash director fees and make pre-tax contributions to an investment account established in their name. Non-employee directors may also elect to receive deferred stock units in lieu of annual cash retainers for board and committee service.

The Company also reimburses each non-employee director for his or her out-of-pocket expenses incurred in attending Board of Directors’ meetings and committee meetings.