Golfsmith International Holdings, Inc. Non-Employee Director Compensation Plan (May 21, 2009)
This agreement outlines the compensation plan for non-employee directors of Golfsmith International Holdings, Inc. Non-employee directors receive annual retainers, additional fees for committee chair roles, and meeting attendance fees. Each director is also granted deferred stock units annually, which can be exercised only after leaving the board. The company reimburses directors for travel and related expenses. If a director is appointed outside the annual shareholder meeting, compensation is prorated. The plan defines eligibility and payment terms for non-employee directors.
Exhibit 10.19
GOLFSMITH INTERNATIONAL HOLDINGS, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
May 21, 2009
Annual Retainers
Except as otherwise provided herein, Golfsmith International Holdings, Inc. (the “Company”) shall pay non-employee directors (for the purpose of this Non-Employee Directors Compensation Plan, “Non-Employee Directors” shall mean those individuals who are neither employees of the Company nor First Atlantic Capital, Ltd.) the following annual retainers in equal quarterly amounts.
| Director |
| $ | 76,000 |
|
| Audit Committee Chairperson |
| $ | 15,000 |
|
| Compensation Committee Chairperson |
| $ | 5,000 |
|
| Nominating Committee Chairperson |
| $ | 5,000 |
|
Meeting and Other Fees
| Board of Directors meeting |
| $ | 1,500 |
|
| Committee meeting |
| $ | 1,000 |
|
| Other meetings or Board service (as approved by the Chairman of the Board) |
| $ | 1,000 |
|
Deferred Stock Units
Annual DSU Grant: The Company shall grant each Non-Employee Director, at the Annual Shareholder’s Meeting or as soon as permitted by applicable insider trading policies, fifteen thousand (15,000) deferred stock units (“DSUs”) each equal to one share of the common stock. DSUs will be payable and exercisable by directors only upon termination from Board Service.
Expense Reimbursement
The Company shall reimburse Non-Employee Directors for their out-of-pocket travel and related expenses incurred in attending all Board and committee meetings and other Board service.
Fees Pro-rated Based Upon Annual Shareholder’s Meeting
Director appointments shall generally be completed at the Annual Shareholder’s Meeting (each, an “ASM”). To the extent a director is nominated at a time other than the ASM, any DSU and Annual Retainer payment will be prorated from the most recent applicable ASM.
