The Hanover Insurance Group, Inc. 2011-2012 Non-Employee Director Compensation Description
This document outlines the compensation program for non-employee directors of The Hanover Insurance Group, Inc. for the service period beginning May 17, 2011. Directors receive a combination of cash and stock retainers, meeting fees, and additional compensation for committee chair roles and the Chairman of the Board. Directors may defer or convert compensation into company stock, and are reimbursed for travel expenses. The company also matches charitable contributions up to $5,000 per director annually. The plan is issued under the company's 2006 Long-Term Incentive Plan.
Exhibit 10.1
The Hanover Insurance Group, Inc.
2011-2012 Compensation of Non-Employee Directors
— For the annual service period beginning on May 17, 2011, the date of the 2011 Annual Meeting of Shareholders—
| Standard Fees | Description | |||
| Annual Director Retainer | ||||
| - Stock Component | - | $60,000 valuation | ||
| - | Granted on May 17, 2011. Issued pursuant to Company’s 2006 Long-Term Incentive Plan (the “2006 Plan”) | |||
| - Cash Component | - | $50,000 | ||
| - | Payable on or after May 17, 2011 | |||
| Board Meeting Fee | - | $2,200 per meeting attended in person | ||
| - | $1,100 per meeting attended telephonically | |||
| Committee Meeting Fee | - | $1,500 per Committee meeting attended in person | ||
| - | $750 per Committee meeting attended telephonically | |||
| - | Meetings of the independent directors designated as meetings of the Committee of Independent Directors (the “CID”) are to be compensated as a meeting of the Board, provided, however, meetings of the CID that are held in conjunction with Board meetings are not to be separately compensated. | |||
| Committee Chairperson Annual Retainer | - | $9,000 for the chairperson of the Nominating and Corporate Governance Committee, payable on or after May 17, 2011 | ||
| - | $12,500 for the chairperson of the Compensation Committee, payable on or after May 17, 2011 | |||
| - | $20,000 for the chairperson of the Audit Committee, payable on or after May 17, 2011 | |||
| Chairman of the Board Retainer | - | $85,000 | ||
| - | Payable on or after May 17, 2011 | |||
| 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 (4.19% in 2011). At the election of each director, cash deferrals of meeting fees and 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 meeting fees and 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 | ||
