Green Plains Inc. Director Compensation Program (Effective April 1, 2014)
This agreement outlines the compensation program for directors of Green Plains Inc., effective April 1, 2014. Directors receive an annual cash retainer of $75,000, with the option to take it in company stock, and an annual grant of $100,000 in restricted stock that vests after one year. Additional retainers are provided for committee chairs, and directors are reimbursed for out-of-pocket expenses. Executives serving as directors are not eligible for this compensation. Directors are also required to maintain stock ownership equal to four times the annual share award retainer.
Exhibit 10.15
DIRECTOR COMPENSATION PROGRAM
Approved February 5, 2014; Effective April 1, 2014;
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 $100,000 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 |
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: Four times the annual share award retainer ($400,000)
