Directors' Compensation Policy for Bank and Trust Company (May 11, 2004 – May 10, 2005)
This agreement outlines the compensation structure for directors of the Bank and Trust Company for the period from May 11, 2004, to May 10, 2005. Directors receive fees for attending board and committee meetings, with non-employee directors also receiving annual retainer fees and eligibility for stock options. Employee directors are compensated for board meetings only. The agreement also covers payment for directors and their spouses to attend seminars. Not all directors serve on both boards, and compensation varies accordingly. The policy does not guarantee future practices.
Exhibit 10.6
Directors’ Compensation effective for May 11, 2004 through May 10, 2005
All directors of the Bank and Trust Company receive $400 and $250, respectively, for each board meeting they attend. The non-employee directors of the Bank and Trust Company receive $150 for each committee meeting they attend. In addition, non-employee directors of the Bank and Trust Company are paid an annual retainer fee of $7,000 and $2,500, respectively, except that directors serving on the Bank board who also serve on the Trust Company board receive an additional $1,000 instead of $2,500 annual retainer for serving on the Trust Company board. All Company directors have been elected as directors of the Bank, but there is no assurance that this practice will continue. Not all Company directors serve as directors of the Trust Company. There are no additional fees paid for being a Company director.
The Company also pays for all directors and their spouses to attend regular director seminars.
Directors who are employees of the Company and its subsidiaries receive the stated fees for attendance at Board meetings, but do not receive any fees for committee meetings and are not paid annual retainer fees.
Non-employee directors are eligible for non-qualified stock options. See Exhibit 10.3 for details of agreement. All non-employee directors were granted 1,000 shares under the Company’s 1998 Stock Option Plan that become exercisable August 10, 2005, but there is no assurance that this practice will continue.
