Providian Director Retainer and Equity Compensation Plan (June 1–May 31 Cycle)
This agreement outlines the annual compensation structure for directors of Providian, specifying retainer amounts for basic service, committee chair roles, and committee memberships, all paid quarterly. Directors can choose to receive their retainer in cash or company stock, with stock elections matched by restricted stock that vests over time. Additional equity compensation is provided annually in the form of restricted stock and stock options, each with specific vesting periods. The plan includes conditions for forfeiture if certain stock is sold before vesting.
Exhibit 10.1
| Retainers | | Annual Amounts |
| (Retainer cycle is June 1-May 31) |
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| Basic Retainer: (payable in quarterly installments on the first business day of each quarter beginning in June) | | $65,000 |
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| Committee Chair Retainer: (payable in quarterly installments on the first business day of |
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| Audit and Compliance | | $16,000 |
| Other |
| $12,000 |
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| Committee Membership Retainer: (payable in quarterly installments on the first business day of each quarter beginning in June) | | |
| Audit and Compliance | | $8,000 |
| Other |
| $6,000 |
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| Form of Payment (Elections must be made prior to the start of each annual |
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| Cash |
| 0-100% of the annual retainer (basic, committee chair and committee membership) may be elected to be paid in cash without Company stock match |
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| Stock |
| 25-100% of the annual retainer (basic, committee chair and committee membership) may be elected to be paid in unrestricted Company stock, which will be matched with restricted stock equal in value to 25% of the amount elected to be paid in unrestricted stock. The restricted stock will vest 50% in 3 years and 100% in 6 years. However, if a director disposes of the unrestricted stock he or she received as a retainer payment before the related matching restricted stock is fully vested, the director will forfeit any remaining unvested portion of such related restricted stock. |
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| Equity Compensation |
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| Restricted stock |
| • Market value equal to $50,000 on the grant date (based on the average of the high and low prices of Providian stock on the date of grant) • 2-year cliff vesting |
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| Options |
| • Black-Scholes value equal to $50,000 on the grant date • 1-year cliff vesting |
