InfraSource Services, Inc. Non-Employee Director Compensation Policy (Effective October 1, 2004)
InfraSource Services, Inc. established a compensation policy for its non-employee directors, effective October 1, 2004. Non-employee directors receive an annual retainer of $25,000 for Board service, with the Chairman (if a non-employee) receiving $75,000 instead. Additional annual fees are paid for committee service: $5,000 per committee, $7,500 for Audit Committee members, $10,000 for the Audit Committee Chairman, and $7,500 for the Compensation Committee Chairman. This policy outlines the compensation structure for non-employee directors and committee roles.
NON-EMPLOYEE DIRECTOR COMPENSATION
On October 27, 2004, the Board of Directors of InfraSource Services, Inc. (the “Board”) adopted resolutions approving the compensation paid to non-employee directors serving on the Board and certain committees of the Board. Effective as of October 1, 2004:
(1) Each non-employee director serving on the Board will receive $25,000 per year for his or her services as a member of the Board;
(2) The Chairman of the Board (if a non-employee director) will receive $75,000 per year in lieu of the foregoing retainer of $25,000;
(3) Each non-employee director will receive $5,000 per year for each committee of the Board on which he or she serves as a member, other than a non-employee director serving as a member of the Audit Committee or as the Chairman of the Compensation Committee;
(4) Each non-employee director serving on the Audit Committee of the Board (other than the Chairman of the Audit Committee) will receive $7,500 per year for his or her services as a member of the Audit Committee;
(5) The Chairman of the Audit Committee (if a non-employee director) will receive $10,000 per year for his or her services as a member of the Audit Committee; and
(6) The Chairman of the Compensation Committee (if a non-employee director) will receive $7,500 per year for his or services as a member of the Compensation Committee.
