Director Compensation Policy for Board and Committee Service (Effective February 27, 2018)

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation policy for directors of the company, including annual cash retainers, meeting fees, and annual equity grants. The Chairman and Lead Director receive additional compensation. Committee chairs receive extra retainers, particularly for the Audit Committee. The policy also sets stock ownership guidelines, requiring directors to hold a minimum level of company shares and to retain shares until ownership targets are met. The value of shares and equity awards is determined by the greater of market or book value. The policy is effective as of February 27, 2018.

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EX-10.54 7 rfp-20171232x10kexhibitx1054.htm EXHIBIT 10.54 Exhibit
EXHIBIT 10.54



DIRECTOR COMPENSATION

All compensation values are in US $
Board Service
Annual Cash Retainer
Board Meeting Fees
Annual Equity Grant

Chairman
Lead Director
$75,000
$0
$75,000

$150,000 (additional)
$20,000 (additional)
Audit Committee Service
Chair Retainer
Member Retainer
Meeting Fee
$25,000
$0
$0
Other Committee Service
Chair retainer
Member Retainer
Meeting Fee

$15,000
$0
$0
Total Direct Compensation Simulations
Typical Director
Typical Committee Chair
Typical Audit Committee Chair

$150,000
$165,000
$175,000
Stock Ownership Guidelines
Level of Ownership
3X Annual Cash Retainer
Counted Shares
Owned shares
Cash-settled and share-settled DSUs
Cash-settled and share-settled RSUs
Timing of evaluation
Whenever a director is considering selling shares
Requirement to hold on to shares until and unless ownership target is met. This requirement applies whenever target is not met.
Shares received further to the settlement of RSUs, except portion required to cover tax liability
Shares equivalent to 50% of gross gain realized on exercise of options
With respect to cash-settled RSUs, requirement to purchase shares until and unless target is met. This requirement applies whenever target is not met.
Directors must purchase shares with net proceeds of cash-settled RSUs
Considered Value
For each share, the greater of market price and book value
For each DSU and RSU, the greater of market price and grant value


February 27, 2018