Summary of Compensation for Directors

EX-10.60 6 d264253dex1060.htm SUMMARY OF COMPENSATION FOR NON-EMPLOYEE DIRECTORS Summary of Compensation for Non-Employee Directors

Exhibit 10.60

Summary of Compensation for Directors

As of December 31, 2011, PC Connection, Inc.’s directors consisted of: (i) Joseph Baute; (ii) David Beffa-Negrini; (iii) Barbara Duckett; (iv) David Hall; (v) Patricia Gallup; and (vi) Donald Weatherson. Effective August 8, 2011, each director receives an annual retainer of $75,000, payable quarterly, for service on the Board. Each independent director also receives an annual retainer of $15,000, payable quarterly, for participation in the Board’s audit and compensation committees. In addition, Board members who act in a chairman capacity receive annual fees as follows: Board chair, $35,000; Board vice-chair, $10,000; audit committee chair, $10,000; compensation committee and sub-committee chair, $5,000. Previously, each non-officer director received a standard quarterly retainer fee of $10,000 for service on the Board as well as $2,500 for each individual board meeting attended and $1,500 for each committee meeting attended. On August 8, 2011, each director was awarded 4,000 restricted stock units, valued at a price of $6.94 per unit, which vest ratably over two years, beginning on August 8, 2014. The table below sets forth the total retainer fee paid for 2011, and per board meeting and committee meeting fees paid to our directors in 2011:

 

Director

    Total Retainer Fee
Paid for 2011(1)		      Fee Per Board
Meeting Attended(2)		      Fee Per Committee
Meeting Attended(2)		  

Joseph Baute

    $ 63,641       $ 2,500       $ 1,500   

David Beffa-Negrini

      53,791         2,500         1,500   

Barbara Duckett

      61,671         2,500         1,500   

Patricia Gallup

      43,343         —           —     

David Hall

      53,791         2,500         1,500   

Donald Weatherson

      63,641         2,500         1,500   

 

  (1) In addition, non-officer directors receive reimbursement for all reasonable expenses incurred in attending board and committee meetings.
  (2) Effective August 8, 2011, the Company ended the payment of fees for individual board and committee meetings.