Hawkins, Inc. Summary of Non-Employee Director Compensation Changes (2007)
Hawkins, Inc. updated its compensation plan for non-employee directors, effective for the current fiscal year. The annual cash retainer for each non-employee director increases from $15,000 to $20,000, and each director will now receive an annual grant of 1,000 shares of company stock, vesting after one year. Additional retainers are paid to the Board chair and committee chairs, with increases for the Audit, Compensation, and Governance Committee chairs. Directors also receive $1,000 for each meeting attended. These changes aim to keep director compensation competitive.
EXHIBIT 10.1
Summary of Non-Employee Director Compensation
On September 18, 2007, the Compensation Committee of the Hawkins, Inc. (the Company) Board of Directors approved changes in the non-employee directors compensation. The changes provide that the cash portion of the annual retainer increases from $15,000 to $20,000 and each non-employee director will receive an annual restricted grant of 1,000 shares of the Companys Common Stock (Common Stock) on the date of the Companys annual meeting of shareholders. Previously $6,000 of the $15,000 cash retainer was used to purchase Common Stock through the Companys Employee Stock Purchase Plan and the Company credited an additional $4,500 to each non-employee directors account to fund the purchase of additional shares of Common Stock. The new annual Common Stock grants will vest on the first anniversary of their issuance, subject to acceleration in the event of a directors death or disability. The changes were made effective for the current fiscal year.
The additional annual retainer paid to the Board chair remains at $10,000 and each non-employee director will continue to receive a meeting fee of $1,000 for each Board and committee meeting attended. The additional annual retainer paid to the chairs of the Audit Committee and the Compensation Committee increases from $2,500 to $5,000 and the chair of the Governance and Nominating Committee Chair will now receive an additional annual retainer of $2,500.
These changes are intended to keep the directors compensation competitive.
The following table shows compensation payable to non-employee directors before and after this increase:
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| After Increase |
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Portion of the Annual Retainer Payable in Cash |
| $9,000 |
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| $20,000 |
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Portion of the Annual Retainer Payable as Annual Common Stock Grant or Otherwise Payable Only in Common Stock |
| $10,500 |
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| 1,000 shares |
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Meeting Fee |
| $1,000 |
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| $1,000 |
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Additional Annual Retainer for Board Chair |
| $10,000 |
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| $10,000 |
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Additional Annual Retainer for Audit Committee & Compensation Committee Chairs |
| $2,500 |
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| $5,000 |
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Additional Annual Retainer for Governance & Nominating Committee Chair |
| $0 |
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| $2,500 |
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