Compensation Program for Certain Non-Employee Directors of HBI, Effective July 1, 2010
This agreement outlines the compensation program for directors of HBI who are not employees of HBC, GS entities, Onex entities, or their affiliates. Eligible directors receive $17,500 in cash per quarter, annual stock options with a $100,000 aggregate exercise price, and may elect to receive part of their compensation in stock or defer up to 50% in a deferred plan. Audit Committee Chairpersons receive an additional $1,250 per quarter. The program specifies annual election deadlines for compensation choices.
Exhibit 10.34
Compensation Program for Certain Directors, Effective July 1, 2010
Directors who are not HBC employees or employees of the GS entities, the Onex entities, or their respective affiliates will receive:
| • | cash compensation of $17,500 per quarter; and |
| • | an annual option to purchase the number of HBI common shares that will result in an aggregate exercise price of $100,000, based on the fair market value per share of the underlying stock at the date of grant; |
| • | an opportunity to make an irrevocable election annually on or before December 31 to take up to $12,500 of their quarterly cash compensation in equivalent shares of HBI common stock; and |
| • | an opportunity to make an irrevocable election annually to defer up to 50% of their cash compensation in a deferred compensation plan. |
In addition, each director who is not our employee or an employee of the GS entities, the Onex entities, or their respective affiliates and who also serves as a Chairperson for the Audit Committee of the Board of Directors of HBI will receive an additional $1,250 per quarter.
