Director Fee Schedule and Compensation Policy for Outside Directors (Effective January 1, 2008)

Summary

This agreement outlines the compensation structure for outside directors of the company, effective January 1, 2008. Outside directors receive an annual retainer of $24,000, paid monthly, with additional fees for serving as committee chairs and for attending committee meetings. Directors may miss up to two board meetings without penalty. Special service retainers are provided for chairing specific committees, and directors are eligible for an annual equity award, subject to board approval and vesting requirements.

EX-10.13 5 ex10-13directorfeesch.htm PCBK DIRECTOR FEE SCHEDULE ex10-13directorfeesch.htm

Director Compensation
Committee Approved January 22, 2008
Board Approved February 19, 2008
Effective January 1, 2008

Board of Director Retainer:
Outside directors to receive an annual retainer of $24,000 to be paid monthly ($2,000) at the beginning of the month following the month of service.  Directors may miss a maximum of two scheduled board meetings without penalty.

Special Service Retainer
Special service retainers are paid the month following the end of the quarter for the following service

Board Chair $1,500
Audit Chair $1,500
Compensation Chair $500
Governance/Nominating Chair$500
ALCO Chair $500

Committee Meetings
In addition to the annual retainer, attendance at committee meetings entitles outside directors to additional compensation as shown below.

 
 
Committee
 
Meeting
Fee
Audit
     In-person meetings
     Scheduled telephone meetings
 
 
$150
$100
ALCO
$100
Compensation
$100
Executive
$100
Governance/Nominating
$100

Equity Compensation
Annually, subject to full board approval and vesting qualifications, outside directors will receive an equity award (restricted stock) with an economic value approximating 25% of the annual retainer or $6,000.