IHS Inc. Non-Employee Director Compensation Program Summary (Approved July 6, 2006)
IHS Inc. has established a compensation program for its non-employee directors, providing an annual cash retainer of $60,000, meeting fees of $1,500, and additional retainers for committee chairs and members. Directors also receive annual and one-time equity awards in the form of restricted stock units, except for one director who receives cash instead. All equity awards are subject to holding requirements until the director leaves the board. The program also includes reimbursement of meeting expenses and liability insurance coverage for directors.
Exhibit 10.1
Summary of Non-Employee Director Compensation Program
IHS Inc.
Approved July 6, 2006
Program Summary
Our non-employee directors receive compensation for their board service. Cash compensation is comprised of an annual cash retainer of $60,000 (which may be converted into deferred stock units or deferred under our directors stock plan, as described in our Annual Report on Form 10-K under “Equity Compensation Plans—IHS Inc. 2004 Directors Stock Plan”) and a fee of $1,500 per board or committee meeting attended, plus reimbursement for all reasonably incurred expenses related to the meeting. Additionally, certain directors may earn annual retainers as follows: a $20,000 Audit Committee chair retainer; a $10,000 committee chair retainer for committees other than our Audit Committee; and a $5,000 Audit Committee member retainer.
In addition, on December 1 of each year of service, pro-rated for any partial year of service, each non-employee director (other than Michael Klein, who receives cash compensation in lieu of equity) will receive an equity award consisting of restricted stock units, whose underlying shares will have, on the date of grant, a fair market value equal to $100,000 (rounded to the nearest whole number of shares). On each December 1, commencing with December 1, 2005, each non-employee director, who was not on the preceding December 1 a director, will receive a one-time award consisting of restricted stock units, whose underlying shares will have, on the date of grant, a fair market value (as defined in the plan) equal to $80,000 (rounded to the nearest whole number of shares). All equity awards for non-employee directors will be issued pursuant to the IHS Inc. 2004 Directors Stock Plan. Each non-employee director is required to hold all equity awarded until that director no longer serves on our Board of Directors.
We provide liability insurance for each of our directors.
Summary of Revisions
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| Existing |
| Revised |
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| Non-Employee Director |
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| Annual Retainer |
| $ | 40,000 |
| $ | 60,000 |
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| Per Meeting Fee |
| $ | 1,500 |
| $ | 1,500 |
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| Committee |
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| Annual Retainer |
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| Audit Committee Chairman |
| $ | 20,000 |
| $ | 20,000 |
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| Chairman other than Audit |
| $ | 5,000 |
| $ | 10,000 |
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| Audit Committee Member |
| $ | 5,000 |
| $ | 5,000 |
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| Per Meeting Fee |
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| Chairman |
| $ | 1,500 |
| $ | 1,500 |
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| Member |
| $ | 1,500 |
| $ | 1,500 |
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| Equity |
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| One-Time |
| $ | 80,000 |
| $ | 80,000 |
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| Annual (1) |
| $ | 50,000 |
| $ | 100,000 |
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(1) The revised annual equity grant for Fiscal Year 2006, pro-rated for the remainder of the fiscal year, resulted in an additional $25,000 of common stock being awarded to each non-employee director on July 6, 2006 (in lieu of equity, $25,000 cash compensation was awarded to Mr. Klein).
