2012-2013 Non-Employee Director Compensation Program for The Hanover Insurance Group, Inc.
The Hanover Insurance Group, Inc. outlines its 2012-2013 compensation program for non-employee directors, effective May 15, 2012. Directors receive an annual retainer in both stock ($100,000) and cash ($60,000), with additional fees for committee chairs and members, and the Chairman of the Board. Directors may defer compensation or convert cash retainers to company stock. The company reimburses travel expenses and matches charitable contributions up to $5,000 per director annually. Compensation is issued under the company’s 2006 Long-Term Incentive Plan.
Exhibit 10.1
The Hanover Insurance Group, Inc.
2012-2013 Compensation of Non-Employee Directors
— For the annual service period beginning on May 15, 2012, the date of the 2012 Annual Meeting of Shareholders —
| Standard Fees | Description | |
| Annual Director Retainer | ||
| - Stock Component | - $100,000 valuation | |
| - Granted on May 15, 2012. Issued pursuant to Company’s 2006 Long-Term Incentive Plan (the “2006 Plan”) | ||
| - Cash Component | - $60,000 | |
| - Payable on or after May 15, 2012 | ||
| Committee Chairperson Annual Retainer | - $9,000 for the chairperson of the Nominating and Corporate Governance Committee, payable on or after May 15, 2012 | |
| - $12,500 for the chairperson of the Compensation Committee, payable on or after May 15, 2012 | ||
| - $20,000 for the chairperson of the Audit Committee, payable on or after May 15, 2012 | ||
| Chairman of the Board Retainer | - $100,000 - Payable on or after May 15, 2012 | |
| Committee Annual Retainer | - $4,500 for each member of the Nominating and Corporate Governance Committee, payable on or after May 15, 2012 | |
| - $6,250 for each member of the Compensation Committee, payable on or after May 15, 2012 | ||
| - $10,000 for each member of the Audit Committee, payable on or after May 15, 2012 | ||
| Other | ||
| Deferred Compensation Plan | - Directors may defer receipt of their cash and stock compensation. Deferred cash amounts are accrued in a memorandum account that is credited with interest derived from the so-called General Agreement on Tariffs and Trade (GATT) Rate (3.02% in 2012). At the election of each director, cash deferrals of retainers may be converted to Common Stock of the Company with such stock issued pursuant to the 2006 Plan | |
| Conversion Program | - At the election of each director, cash retainers may be converted into Common Stock of the Company with such stock issued pursuant to the 2006 Plan | |
| Reimbursable Expenses | - Travel and related expenses incurred in connection with service on the Board of Directors and its Committees | |
| Matching Charitable Contributions | - Company will provide matching contributions to qualified charitable organizations up to $5,000 per director per year | |
