Independent Board of Director Compensation Plan for [Company Name]
This agreement outlines the compensation structure for independent members of the Board of Directors of the company. Directors receive an annual retainer, meeting fees, and additional fees for committee chairs and lead directors. Compensation can be paid in cash or company stock, with options for deferral. Directors also receive restricted stock grants upon election and annually, which vest after four years. All payments are made quarterly, and stock value is determined by the average closing price over a specified period.
EXHIBIT 10.20
Independent Board of Director Compensation
Annual Retainer
| • | $30,000 (Directors may elect to receive up to one-half of their annual retainer in cash and the remainder in shares of our Common Stock.) |
Committee and Board Meetings Fee
| • | $1,500 per Committee or Board meeting attended in person | |||
| • | $1,000 per Committee or Board meeting attended telephonically | |||
Committee Chair
| • | $10,000 annual fee (Corporate Governance and Compensation) |
Audit Committee Chair
| • | $15,000 annual fee |
Lead Director Fee
| • | $20,000 in addition to the Annual Retainer |
All of the foregoing compensation will be paid on a calendar year quarterly basis. The cash compensation set forth above may be deferred under the Deferred Compensation Plan at the Director’s discretion. The Stock to be granted in connection herewith shall be granted on the last day of the calendar quarter at the Fair Market Value. Fair Market Value shall be defined as the average of the closing prices of the Common Stock for the 5 consecutive trading days prior to the week before the last day of each calendar quarter.
Equity Grant
Initial upon election | $125,000 worth of restricted stock, cliff vest in 4 years | |
Annual grant | $60,000 worth of restricted stock, cliff vest in 4 years |
