EX-10.19 Summary of Compensation
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Human Resources
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EX-10.19 2 g03365exv10w19.htm EX-10.19 SUMMARY OF COMPENSATION exv10w19
Exhibit 10.19
Summary of Compensation for
Non-Employee Directors and Named Executive Officers
Non-Employee Directors and Named Executive Officers
Non-Employee Director Compensation Summary
Annual Retainer
$20,000
Additional $5,000 for serving as chair of the audit committee
Retainers are payable in cash in equal, quarterly installments in arrears
$20,000
Additional $5,000 for serving as chair of the audit committee
Retainers are payable in cash in equal, quarterly installments in arrears
Board and Committee Meeting Fees
$2,000 per meeting for each Board of Directors meeting attended
$1,000 per meeting for each Board committee meeting attended
$2,000 per meeting for each Board of Directors meeting attended
$1,000 per meeting for each Board committee meeting attended
Annual Equity Award
1,000 shares of restricted stock are awarded to all non-employee directors (other than Gerald J. Ford and Donald J. Edwards) pursuant to the 2002 Long Term Incentive Plan of First Acceptance Corporation (the “Company”), on the date of each annual meeting of the Company’s stockholders.
1,000 shares of restricted stock are awarded to all non-employee directors (other than Gerald J. Ford and Donald J. Edwards) pursuant to the 2002 Long Term Incentive Plan of First Acceptance Corporation (the “Company”), on the date of each annual meeting of the Company’s stockholders.
Named Executive Officer Compensation Summary
Current salaries for named executive officers:
| Name | Title | Salary | ||||
Stephen J. Harrison | President and Chief Executive Officer | $ | 500,000 | |||
Thomas M. Harrison, Jr. | Executive Vice President and Secretary | $ | 300,000 | |||
William R. Pentecost | Chief Information Officer | $ | 191,650 | |||
Randy L. Reed | Senior Vice President — Sales and Marketing | $ | 175,000 | |||
Michael J. Bodayle | Chief Financial Officer - Insurance Company Operations | $ | 164,300 | |||
Under the terms of their respective employment agreements, Stephen J. Harrison is entitled to receive an annual bonus equal to up to 100% of his base salary and Thomas M. Harrison, Jr. is entitled to receive an annual bonus equal to up to 50% of his base salary, based upon such executives’ attainment of performance-based objectives set forth in their respective employment agreements for the calendar year ending December 31, 2004, and for each calendar year thereafter as established by the Company’s Board of Directors. On November 10, 2005, the
Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company approved bonus targets for the period from July 1, 2005 through June 30, 2006 for Stephen J. Harrison and Thomas M. Harrison, Jr. pursuant to the terms of their respective employment agreements. The Compensation Committee determined that bonuses for Stephen J. Harrison and Thomas M. Harrison, Jr. during this twelve-month period would be based 50% upon the attainment of certain targets for income before income taxes by USAuto Holdings, Inc. and its subsidiaries (which constitutes the Company’s insurance operations) and 50% based upon qualitative factors to be considered by the Compensation Committee.
The other named executive officers of the Company receive bonuses as determined in the discretion of the Compensation Committee.
The named executive officers may also receive stock options pursuant to the Company’s stockholder-approved 2002 Long Term Incentive Plan as determined in the discretion of the Compensation Committee.
Additional Information
The foregoing information is summary in nature. Additional information regarding director and named executive officer compensation will be provided in the Company’s Proxy Statement to be filed in connection with the Company’s Annual Meeting of Stockholders to be held on November 9, 2006.
