Summary of Non-Employee Directors Compensation March 2, 2009
Exhibit 10.2(q)
Summary of Non-Employee Directors’ Compensation
March 2, 2009
The Compensation Committee has the responsibility for recommending to the Board the form and amount of compensation for non-employee directors. Directors’ compensation includes cash and stock-based incentives. Employee directors are not paid additional compensation for their services as directors. As of the date hereof, non-employee directors receive the following compensation for their services on the Board. Directors’ compensation is subject to change from time to time.
| TYPE OF COMPENSATION | DESCRIPTION | AMOUNT | |||
| Annual Cash Retainer for Board Service | Payable to “independent” Board members, as determined by the Board in accordance with applicable rules. | $ | 45,000 | ||
| Annual Cash Retainer for Committee Chairs | Audit Committee Chair | $ | 10,000 | ||
| Compensation Committee Chair | $ | 5,000 | |||
| Nominating and Corporate Governance Committee Chair | $ | 2,000 | |||
| Cash Meeting Fees | Per in-person Board meeting attended (payable to independent directors) | $ | 2,000 | ||
| Per in-person Committee meeting attended (payable to applicable Committee members) | $ | 1,000 | |||
| Per telephonic Board meeting attended (payable to independent directors) | $ | 750 | |||
| Per telephonic Committee meeting attended (payable to applicable Committee members) | $ | 750 | |||
| Annual Equity Election In Lieu of Cash Fees | • Each independent director may elect, annually or in connection with such director’s appointment to the Board, to receive all or a portion of such director’s cash compensation otherwise payable for such director’s services in shares of the Company’s common stock.
• These shares of common stock shall be granted as soon as administratively practicable following the end of each of the Company’s fiscal quarters. The number of shares delivered is based on the fair market value of one share of Harte-Hanks’ common stock on the New York Stock Exchange as of the last day of the immediately preceding quarter, in accordance with the Harte-Hanks 2005 Omnibus Incentive Plan. |
| Up to 100% of a director’s cash compensation
Elections may be | ||
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| • These shares of common stock shall be granted pursuant to the Company’s 2005 Omnibus Incentive Plan or any applicable future equity compensation plan that may be adopted by the Company.
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| 2009 Annual Equity Awards | • For the calendar year 2009, each independent director, including new director Karen Puckett, received shares of restricted common stock, with a grant date of February 5, 2009 (the fixed date previously selected for long-term incentive awards, as described in the Company’s proxy statement) and which vest 100% on the third anniversary of their grant date.
• The number of shares of restricted stock delivered was based on the fair market value of one share of Harte-Hanks’ common stock on the New York Stock Exchange as of the time of grant, in accordance with the Harte-Hanks 2005 Omnibus Incentive Plan.
• These shares of restricted stock were granted pursuant to the Company’s 2005 Omnibus Incentive Plan and the other terms and conditions set forth in the applicable form of award agreement under the 2005 Omnibus Incentive Plan. | Shares equal to $50,000 | ||
| Initial Equity Award for New Director Karen Puckett | • In connection with Ms. Puckett’s appointment to the Board as an independent director in January 2009, she received (in addition to the annual award specified above) a one-time initial equity award of shares of restricted common stock, with a grant date of February 5, 2009 and which vest 100% on the third anniversary of their grant date.
• These shares of restricted stock were granted pursuant to the Company’s 2005 Omnibus Incentive Plan and the other terms and conditions set forth in the applicable form of award agreement under the 2005 Omnibus Incentive Plan.
| 5,000 shares of restricted stock | ||
| Other | • Non-management directors may also receive compensation from time-to-time for any service on special Board committees, site visits or other matters, as determined by the Board.
• All directors shall be reimbursed for their out-of-pocket expenses incurred in connection with their service on the Board or any of its Committees. | As applicable | ||
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