Outside Director Fee Schedule and Equity Grant Terms under 2009 Directors' Plan
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Summary
This document outlines the compensation structure for outside directors of the company, including annual cash retainers for board and committee service, additional fees for special meetings, and a lead director fee. Outside directors also receive annual grants of restricted stock under the 2009 Outside Directors' Stock Option and Award Plan, calculated based on the annual fee and the company's stock price. Directors may choose to defer their fees into a compensation plan tied to the company's stock. The agreement sets forth the amounts and conditions for these payments and grants.
EX-10.1 2 sss_10-1.htm
| Exhibit 10.1 | |
OUTSIDE DIRECTOR FEE SCHEDULE
| Annual Board Retainer | - | $65,000 | |
| Audit Committee Chair Annual Retainer | - | $17,500 | |
| Audit Committee Member Annual Retainer | - | $10,000 | |
| Compensation Committee Chair Annual Retainer | - | $10,000 | |
| Compensation Committee Member Annual Retainer | - | $ 7,500 | |
| Governance Committee Chair Annual Retainer | - | $10,000 | |
| Governance Committee Member Annual Retainer | - | $ 5,000 | |
| Lead Director Fee | - | $ 7,500 | |
| Specially called meeting fee | - | $ 1,000 |
In addition to the fees set forth above, each Outside Director is granted restricted stock under the 2009 Outside Directors' Stock Option and Award Plan (the "2009 Directors' Plan"). The 2009 Directors' Plan provides each Outside Director with a grant annually of a number of shares of restricted stock equal to the base annual fee paid to such Outside Director multiplied by 0.8 and divided by the fair market value of a share of common stock of the Company on the date of grant.
Under the Company's Deferred Compensation Plan for Directors, an Outside Director may elect to have all or part of director fees credited to a deferred compensation account in the form of units equivalent to shares of the Company's common stock.
