Description to Non-Employee Director Compensation
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EX-10.28 3 g00530exv10w28.htm DESCRIPTION TO NON-EMPLOYEE DIRECTOR COMPENSATION Description to Non-Employee Director Compensation
Exhibit 10.28
Description of NationsHealth, Inc. Director Compensation
Director Fees
Our independent directors receive compensation for their services as directors in the form of an annual retainer of $15,000, payable in quarterly installments, a fee of $1,000 for each Board meeting attended ($500 for attendance by conference call), and a fee of $1,000 for each committee meeting attended ($500 for attendance by conference call), plus reimbursement for travel expenses. We pay the chairman of the Audit Committee of the Board of Directors an additional $10,000 per year and the chairman of the Compensation Committee an additional $5,000 per year to serve. Our directors who are not deemed to be independent and are not employees of NationsHealth receive compensation for their services as directors in the form of a retainer of $3,750, payable in quarterly installments, a fee of $500 for each Board meeting attended ($250 for attendance by conference call), plus reimbursement for travel expenses. Our Chairman of the Board of Directors receives an annual salary of $250,000, paid bi-monthly, and is eligible for bonuses. Our Chairman received a bonuses of $50,000 for 2004 and $80,000, plus common stock valued at $20,000 for 2005. Directors who are also our employees receive no additional compensation for serving as directors.
Stock Options
In addition to the director fees, each of our non-employee directors receives stock options. The amount of options granted to each director is negotiated on an individual basis. The options granted to directors during 2005 and 2004 are listed in the following table.
| Options Granted in | ||||||||
| Director | 2005 | 2004 | ||||||
Elliot F. Hahn, Ph.D. (Independent Director) | 6,500 | 34,500 | ||||||
George F. Raymond (Independent Director) | 7,000 | 33,000 | ||||||
Richard R. Howard (Independent Director) | 8,000 | 33,000 | ||||||
Don K. Rice (Independent Director) | 8,500 | 30,000 | ||||||
Michael D. Tabris | — | 5,000 | ||||||
Gary D. Small, D.P.M. | — | 5,000 | ||||||
Raymond N. Steinman | — | 5,000 | ||||||
Mark H. Rachesky | — | — | ||||||
