Lexmark International, Inc. Director Compensation Policy
This policy outlines the compensation for nonemployee directors of Lexmark International, Inc. Directors receive annual cash retainers, additional fees for committee membership and chair roles, and equity awards in the form of restricted stock units (RSUs). The policy specifies the amounts, vesting schedules, and settlement terms for these awards. Directors may also defer their fees into Deferred Stock Units, which are settled after a specified period. The policy ensures transparent and structured compensation for board service.
Exhibit 10.48
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 Member | $ | 15,000 | ||
| Annual Retainer Fee – Compensation and Pension Committee Member | $ | 10,000 | ||
| Annual Retainer Fee – Other Committees Member | $ | 8,000 | ||
| Annual Chair Retainer Fee – Finance and Audit Committee | $ | 20,000 | ||
| Annual Chair Retainer Fee – Compensation and Pension Committees | $ | 12,000 | ||
| Annual Chair Retainer Fee – Other Committees | $ | 10,000 | ||
| Presiding Director Annual Retainer Fee | $ | 20,000 | ||
| Initial Equity Award (Restricted Stock Units) | $ | 150,000 | ||
| Annual Equity Award (Restricted Stock Units) | $ | 135,000 |
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 |
| • | 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: 34% on the second anniversary of the date of grant and 33% on each of the third and fourth anniversaries 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.
