Harleysville Group Non-Employee Director Compensation Agreement
This agreement outlines the compensation structure for non-employee directors of Harleysville Group and Harleysville Mutual. Non-employee directors receive annual and meeting-based retainers, additional compensation for committee chairs, and an annual grant of deferred stock units. Directors are also reimbursed for out-of-pocket expenses. If a director serves on both boards or committees that meet on the same day, only one retainer or attendance fee is paid and split between the two companies. The agreement ensures clear and consistent compensation for board service.
Exhibit (10)(X)
Non-Employee Director Compensation
|
|
Annual Retainer | $25,000 |
Additional Monthly Retainer for Non-Employee Chairman | $ 8,333 |
Board Attendance Fee per Meeting | $ 1,500 |
Committee Attendance Fee per Meeting | $ 1,000 |
Annual Retainer for Committee Chair (1) | $ 6,000/9,000 |
Deferred Stock Units (2) | $50,000 |
Other Compensation | (3) |
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(1)
The chair of the Audit Committee and the chair of the Compensation and Personnel Development Committee receive an annual retainer of $9,000; the chairs of the other committees receive an annual retainer of $6,000.
(2)
Each non-employee director continuing to serve on the Board of Directors of the Registrant after each annual meeting of stockholders receives an automatic grant of Deferred Stock Units under the Directors’ Deferred Stock Unit Plan equal to a value of $50,000 on the date of grant. A Deferred Stock Unit is the right to receive, without payment to the Company, one share of common stock of the Company. The Deferred Stock Units have a dividend equivalent feature, which provides for payment of cash dividends when and if cash dividends are paid on the outstanding common stock.
(3)
Directors are reimbursed for out-of-pocket expenses. A non-employee director who serves on both the Harleysville Group and Harleysville Mutual boards receives only one retainer and, if the boards or the same committees of Harleysville Group and Harleysville Mutual meet on the same day, the non-employee director receives only one attendance fee. In either situation, the retainer or attendance fee is allocated equally to Harleysville Group and Harleysville Mutual.
