The Hanover Insurance Group, Inc. 2011-2012 Compensation of Non-EmployeeDirectors For the annual service period beginning on May 17, 2011, the date of the 2011 Annual Meeting ofShareholders
EX-10.1 3 dex101.htm DESCRIPTION OF 2011 - 2012 NON-EMPLOYEE DIRECTOR COMPENSATION DESCRIPTION OF 2011 - 2012 NON-EMPLOYEE DIRECTOR COMPENSATION
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 | ||
