Summary of Compensation Arrangements for Non-Employee Directors of the Bank
This document outlines the compensation structure for directors of the Bank who are not employees. Non-employee directors receive annual cash retainers, additional fees for serving as Vice Chairman or committee chair, and per-meeting attendance fees. The compensation varies depending on the role and committee involvement. Directors attending meetings by invitation are compensated at the same rate as regular members. The Chairman of the Audit Committee may receive extra fees for additional services. Non-employee directors may also participate in other benefit plans as disclosed in regulatory filings.
Exhibit 10.18
Summary of Compensation Arrangements
for
Non-Employee Directors
Directors who are not employed by the Bank are compensated according to the following table:
| Annual Fees: | |||
| Cash retainer (all members) | $ | 24,000 | |
| Vice Chairman of the Board/Lead Director | $ | 65,000 | |
| Committee Chairman: | |||
| Audit Committee | $ | 10,500 | |
| Loan Review Committee | $ | 8,000 | |
| All Other Committees | $ | 4,000 | |
| Per-Meeting Attendance Fees: | |||
| Board meetings (all members) | $ | 950 | |
| Committee meetings: | |||
| Audit Committee: | |||
| Chairman | $ | 1,450 | |
| Other Audit Committee Members | $ | 1,200 | |
| Loan Review Committee Chairman | $ | 1,150 | |
| Members of all Committees (except Audit) | $ | 950 | |
A director who, by invitation, attends a meeting of a committee of which he or she is not a regular member will be paid the same attendance fee as is payable to members of that committee. From time to time, the Chairman of the Audit Committee performs certain additional services in his capacity as Chairman (e.g., meetings with representatives of the Bank’s independent auditors) without a meeting of the Audit Committee. In such cases, he receives an amount equal to the Chairman’s regular Audit Committee meeting attendance fee.
Non-employee directors are also eligible to participate or receive benefits under a variety of other written plans and arrangements, which are included as exhibits to regulatory filings under the Securities Exchange Act of 1934 as required.
