Green Plains Inc. Director Compensation Program (Effective April 1, 2014, as Amended)
This agreement outlines the compensation program for directors of Green Plains Inc. Directors receive an annual cash retainer of $75,000, which can be taken in cash or company stock, and an annual grant of $125,000 in restricted stock that vests after one year. Additional retainers are provided for committee chairs. Directors are reimbursed for out-of-pocket expenses, but executives serving as directors do not receive compensation. Directors are also required to maintain stock ownership equal to five times the annual cash retainer, with a transition period for new directors.
Exhibit 10.9
DIRECTOR COMPENSATION PROGRAM
Approved June 1, 2009; Effective January 1, 2009; March 1, 2011, Effective January 1, 2011; Feb 5, 2014; Effective April 1, 2014 (for amounts payable on or after date); May 11, 2016, for amounts payable on or after such date; for director ownership guidelines November 14, 2017
ANNUAL CASH RETAINER: $75,000
Director may elect to take all or part of the retainer in shares of Company Stock. Directors will be responsible for taxes on all such amounts. If shares are elected for the cash portion of the retainer, they will be fully vested upon issuance.
SHARE AWARDS:
| · | Annual grant of $125,000 of restricted stock (RSAs) under 2009 Equity Incentive Plan |
| · | RSA will vest one year from grant |
| · | Awards will be made on the later of two business days following the annual meeting or the first quarter earnings release |
| · | Awards in May 2015 shall be issued for directors (other than Edwards) so that awards are issued at the beginning of each term rather than at the end. In 2015, this will result in effectively a “double” issuance for such directors. |
ADDITIONAL RETAINERS:
| · | Board Chair $20,000 |
| · | Audit Committee Chair $20,000 |
| · | Compensation Committee Chair $10,000 |
| · | Nominating Committee Chair $4,000 |
ELIMINATING:
| · | Per diems |
| · | Committee secretary retainers |
| · | All other retainers |
OUT OF POCKET EXPENSES: Reimbursement of actual expenses for meetings and attendance at other board service events
EXECUTIVES: serving as directors will receive no director compensation or awards
STOCK OWNERSHIP GUIDELINES: Five times the annual cash retainer ($375,000), with a reasonable transition period permitted for new directors.
