O’Sullivan Industries Holdings, Inc. and O’Sullivan Industries, Inc. Outside Director Compensation Policy

Summary

This agreement outlines the compensation for directors of O’Sullivan Industries Holdings, Inc. and O’Sullivan Industries, Inc. who are not employees. Non-employee directors receive an annual stipend, meeting fees, and a one-time stock option or purchase opportunity as approved by the Board. Additional stipends are provided for chairing certain committees and for the Chairman of the Board. Directors are also reimbursed for expenses related to their service. The agreement specifies the amounts and conditions for each type of compensation.

EX-10.31 8 directorfeesex10-31.htm OUTSIDE DIRECTOR FEES

Exhibit 10.31

O’Sullivan Industries Holdings, Inc.,
and
O’Sullivan Industries, Inc.

Compensation for Directors

        Each director of O’Sullivan Industries Holdings, Inc. and O’Sullivan Industries, Inc. not employed by O’Sullivan Industries, Inc. receives as compensation for his or her service:

        1.        a stipend of $30,000 per year;

        2.        a fee of $2,000 per meeting (other than a regular quarterly meeting of the Board or a Committee meeting held on the same day as a regular quarterly meeting of the Board) attended in person (with all meetings that occur on the same day being considered as one meeting);

        3.        a fee of $1,000 per meeting attended by telephone conference (with all meetings that occur on the same day being considered as one meeting); and

        4.        a one-time grant of options to purchase common stock of O’Sullivan Industries Holdings, Inc. in such amount and at such price as may be approved by the Board or an opportunity to purchase shares of O’Sullivan Industries Holdings, Inc. stock as approved by the Board.

        All directors are reimbursed for their expenses incurred in connection with their service on the Board or any Committee thereof, including without limitation travel expenses incurred in connection with meetings of the Board of Directors or any Committee thereof.

        Members of the Board who serve as Chairman of Committees of the Board receive additional compensation as follows:

        A.        the Chairman of the Audit Committee receives an annual stipend of $7,500;

        B.        the Chairman of the Restructuring Committee receives an annual stipend of $10,000;

        C.        the Chairman of the Nominating Committee receives an annual stipend of $5,000; and

        D.        the Chairman of the Compensation Committee receives an annual stipend of $5,000.

        The Chairman of the Board of the Corporation receives a stipend of $5,000 per month.