2010 Director and Executive Officer Compensation Summary Sheet for Integra Bank Corporation
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Summary
This document outlines the 2010 compensation structure for directors and executive officers of Integra Bank Corporation. Employee directors receive no extra pay for board service, while non-employee directors are paid annual retainers, meeting fees, and additional fees for committee roles and training, with increased amounts in the second half of the year. The base salaries for key executive officers are specified, and their compensation is set by the Board's Compensation Committee. Most executives have Change in Control Benefits Agreements, but compensation is subject to restrictions under the Capital Purchase Program.
EX-10.S 4 v176315_ex10s.htm
Exhibit 10(s)
SUMMARY SHEET
OF
2010 COMPENSATION
Director Compensation
Employee Directors
Directors who are employees of the Company receive no separate compensation for Board service. Mr. Alley is the only director who is also an employee of the Company.
Non-Employee Directors
During 2010, each non-employee director is expected to receive:
Annual Retainer:
| | · | January 2010 through June 2010: |
| | o | $6,000 cash retainer, prorated for any partial year of service. |
| | · | July 2010 through December 2010: |
| | o | $12,000 cash retainer, prorated for any partial year of service. |
Meeting Fees:
| | · | January 2010 through June 2010: |
| | o | $450 cash fee for each Board of Directors meeting attended. |
| | o | $300 cash fee for each committee meeting attended. |
| | · | July 2010 through December 2010: |
| | o | $900 cash fee for each Board of Directors meeting attended. |
| | o | $600 cash fee for each committee meeting attended. |
Presiding Independent Director/Committee Chair Fees:
| | · | January 2010 through June 2010: |
| | o | $500 fee payable in two quarterly payments to committee chairs. |
| | · | July 2010 through December 2010: |
| | o | $1,000 fee payable in two quarterly payments to committee chairs. |
Other:
| | · | January 2010 through June 2010: |
| | o | $450 additional fee for each full day spent in training at seminars or other training sessions approved in advance by the Chairman of the Board. |
| | · | July 2010 through December 2010: |
| | o | $900 additional fee for each full day spent in training at seminars or other training sessions approved in advance by the Chairman of the Board. |
Compensation of Named Executive Officers
The executive officers of the Company serve at the discretion of the Board of Directors. The following are the current base salaries effective February 1, 2010, for the Company’s Chief Executive Officer, Chief Financial Officer and its other most highly compensated current executive officers who will be identified in the Company's proxy statement for the 2010 annual meeting (the "named executive officers"):
| Michael J. Alley, Chairman, and Chief Executive Officer | $ | 300,000 | ||
| Michael B. Carroll, Executive Vice-President and Chief Financial Officer and Assistant Secretary | $ | 225,000 | ||
| Roger M. Duncan, Executive Vice-President, Retail Manager and Community Markets Manager of Integra Bank N.A.; President of Evansville Region | $ | 235,000 | ||
| John W. Key, Executive Vice-President, Chief Credit and Risk Officer | $ | 225,000 |
The Compensation Committee of the Board of Directors determines and approves the compensation payable to the executive officers. All of the executive officers, except Mr. Alley, are parties to Change in Control Benefits Agreements; however, as a participant in the Capital Purchase Program, we are restricted in the form and type of compensation we may pay to the named executive officers and our most highly compensated employees.
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