Compensation for Outside Members of the Board of Directors
EX-10.1 2 ex10163015.htm SCHEDULE OF COMPENSATION FOR OUTSIDE MEMBERS OF THE BOARD OF DIRECTORS EX 10.1 6.30.15
Exhibit 10.1
Compensation for Outside Members of the Board of Directors
Compensation Element | Description |
Initial Term | Directors will serve an initial three-year term. |
Cash Compensation (1) | Directors will receive annual cash compensation of $60,000, inclusive of Board and committee meeting attendance fees. The Audit Committee and Compensation Committee Chair roles will receive an additional retainer of $10,000 for Audit and $6,000 for Compensation. |
Equity Grant (1) | Directors will receive an annual equity grant with a value of $90,000. The equity grant will time vest annually over three years (i.e. 1/3, 1/3, 1/3). |
Investment | Directors will hold a minimum of $250,000 in Rexnord stock within five years of appointment (including vested options). |
Expenses | Rexnord will reimburse Directors for all reasonable out-of-pocket expenses related to their duties as a Director. |
D&O Insurance | Rexnord will maintain D&O insurance of at least $50 million annually. |
Indemnification | Rexnord will indemnify Directors to the fullest extent allowed by law. |
(1) The cash compensation and equity grant will be prorated for partial year service (e.g., directors who join mid-fiscal year). Cash compensation is paid quarterly in arrears.
As of May 2015
