Redwood Trust, Inc. Non-Employee Director Compensation Summary (Effective January 1, 2005)
This document outlines the compensation plan for non-employee directors of Redwood Trust, Inc., effective January 1, 2005. Directors receive an annual retainer of $50,000, paid quarterly, plus fees for attending board and committee meetings, with higher fees for committee chairpersons. Non-management directors also receive annual deferred stock units valued at $60,000, which vest immediately. Directors may defer compensation under the company's executive deferred compensation plan and are reimbursed for reasonable meeting expenses. Directors are expected to own at least $50,000 in company stock by the end of 2005, excluding deferred stock units.
Exhibit 10.1
SUMMARY OF
REDWOOD TRUST, INC.
COMPENSATION ARRANGEMENTS FOR
NON-EMPLOYEE DIRECTORS
EFFECTIVE JANUARY 1, 2005
Amount | Payable* | |||
Annual Retainer | $50,000 | Quarterly | ||
installments, in | ||||
arrears | ||||
Fee Per Board Meeting: | ||||
Attended in person: | $1,500 | Paid with quarterly | ||
Attended by conference call: | 750 | installments | ||
Fee Per Committee Meeting: | ||||
Attended in person: | $1,250** | Paid with quarterly | ||
Attended by conference call: | 625** | installments | ||
Annual Awards for Non-Management Directors: | Deferred Stock Units | |||
in amount of $60,000 | Immediate vesting |
** For the Chairperson of the Audit Committee, these fees shall instead be $2,500 for attendance in person and $1,250 for attendance by conference call; for the Chairpersons of the Compensation Committee and the Governance Committee, these fees shall instead be $1,875 for attendance in person and $975 for attendance by conference call.
In addition to the above compensation, non-management directors shall receive reasonable out-of-pocket expenses incurred in attending Board and Committee meetings, payable within ten (10) business days of receipt by the Company of the expense receipts.
Ownership guideline is $50,000 (based on cost) by end of 2005 and Deferred Stock Units do not count towards ownership.