Janus Capital Group Inc. Outside Director Compensation Program
Janus Capital Group Inc. has established a compensation program for its outside directors, outlining annual cash and stock retainers, additional payments for committee chairs, and special grants for the Non-Executive Chairman. Directors may defer compensation, and all awards are subject to proration if a director joins mid-year. The program eliminates per-meeting fees but allows for adjustments in extraordinary circumstances. The compensation structure is reviewed annually and may be modified by the Board or Compensation Committee.
Exhibit 10.1
JANUS CAPITAL GROUP INC.
OUTSIDE DIRECTOR COMPENSATION PROGRAM
| Annual Board cash retainer |
| $ | 100,000 |
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| Annual Board stock retainer grant |
| $ | 100,000 |
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| Annual Committee cash retainer (per Committee) |
| $ | 10,000 |
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| Additional annual cash retainer for Audit Committee Chair |
| $ | 25,000 |
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| Additional annual cash retainer for Compensation Committee Chair and Nominating and Corporate Governance Committee Chair |
| $ | 15,000 |
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| Non-Executive Chairman: annual cash retainer (payable in equal quarterly installments) |
| $ | 250,000 |
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| Non-Executive Chairman: stock retainer grant |
| $ | 470,000 |
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| Board: one-time restricted stock grant upon joining |
| $ | 100,000 |
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| Non-Executive Chairman: one-time stock option grant upon appointment |
| $ | 300,000 |
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Notes:
1. The Director Compensation Program eliminated Board and Committee fees for participating in meetings.
2. In the event of extraordinary circumstances that require a material increase in the number of Committee and/or Board meetings, the Board may reinstate meeting fees or adjust the annual retainer amounts as deemed appropriate by the Board.
3. All compensation may be deferred at the election of a director under the Company’s Directors Deferred Fee Plan. Equity awards are deferred in the form of restricted stock units.
4. All amounts are subject to proration if director joins after commencement of directors’ fiscal year (fiscal year begins on date of Annual Shareholders Meeting).
5. The additional $470,000 stock retainer is for fiscal year 2007-2008, and may be adjusted, reduced or eliminated based on the Compensation Committee’s and Boards’ annual evaluation.
