Director Compensation Policy
Exhibit 10.44
Director Compensation Policy
The following table sets forth the compensation payable to nonemployee directors of Lexmark International, Inc.:
| Annual Retainer Fee | $60,000 |
| Annual Retainer Fee – Finance and Audit Committee | $15,000 |
| Annual Retainer Fee – Compensation and Pension Committee | $10,000 |
| Annual Retainer Fee – Other Committees | $8,000 |
| Annual Chair Retainer Fee – Finance and Audit Committee | $25,000 |
| Annual Chair Retainer Fee – Compensation and Pension Committees | $15,000 |
| Annual Chair Retainer Fee – Other Committees | $10,000 |
| Presiding Director Annual Retainer Fee | $25,000 |
| Initial Equity Award (Restricted Stock Units) | $150,000 |
| Annual Equity Award (Restricted Stock Units) | $150,000 |
Terms of Equity Awards
Initial Equity Award (Restricted Stock Units)
- Grant Date: Date of Election to the Board
- Number of RSUs: Face value of award divided by the closing price of Lexmark Class A Common Stock on the Grant Date, rounded up to the nearest whole share
- Vesting: 100% vested on the sixth anniversary of the Grant Date
- Settlement: On termination of status as a Board member
Annual Equity Award (Restricted Stock Units)
- Grant Date: Annual Meeting of Stockholders. For Eligible Directors appointed to the Board at any time after the Annual Meeting of Stockholders, the annual equity award will be prorated for the remaining months of service until the next scheduled Annual Meeting of Stockholders
- Number of RSUs: Face value of award divided by the closing price of Lexmark Class A Common Stock on the Grant Date, rounded up to the nearest whole share
- Vesting: 100% vested on the date immediately preceding the next Annual Meeting of Stockholders
- Settlement: 100% on the earlier of (i) termination of status as a Board member or (ii) the fifth anniversary of the date of grant
Deferred Stock Units: Pursuant to the terms of the Lexmark International, Inc. 2005 Nonemployee Director Stock Plan, each nonemployee director may defer his or her retainer and/or meeting fees into Deferred Stock Units based on the fair market value of Lexmark Class A Common Stock on the date of deferral. The Deferred Stock Units are eligible for settlement initially on June 30th in the fifth year following the date of grant.
