Security Capital Corporation Director Compensation Schedule (Excluding Certain Officers)
Security Capital Corporation's Board approved a compensation plan for its directors, excluding the Chairman, President/CEO, and Vice Chairman/Secretary. Eligible directors receive annual fees, meeting attendance fees, and additional fees for committee roles. New directors are granted stock options, which vest over three years and expire upon leaving the board or after ten years. Directors are also reimbursed for reasonable meeting expenses. The plan ensures directors are compensated for their service, except for the specified officers who do not receive additional compensation as directors.
Exhibit 10.1
Schedule of Director Compensation
On July 27, 2005, the Board of Directors (the “Board”) of Security Capital Corporation (the “Company”) approved the following compensation arrangements for the directors of the Company, other than Mr. Brian Fitzgerald, Chairman of the Board, President and CEO, and Mr. A. George Gebauer, Vice Chairman of the Board and Secretary:
| Board of Directors Fees |
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| Annual Board Fee |
| $ | 15,000 |
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| Board Meeting Attendance Fee |
| $ | 2,000 |
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| Audit Committee Fees |
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| Additional Annual Fee for Chairperson |
| $ | 20,000 |
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| Additional Annual Fee for Other Members |
| $ | 5,000 |
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| Committee Meeting Attendance Fee |
| $ | 2,000 |
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| Compensation Committee Fees |
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| Additional Annual Fee for Chairperson |
| $ | 8,000 |
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| Additional Annual Fee for Other Members |
| $ | 5,000 |
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| Committee Meeting Attendance Fee |
| $ | 2,000 |
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| Special Committee Fees |
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| Additional Annual Fee for Chairperson |
| $ | 16,000 |
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| Additional Annual Fee for Other Member |
| $ | 12,000 |
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| Committee Meeting Attendance Fee |
| $ | 2,000 |
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Annual fees are prorated for those directors not serving in the position for the full year. In additional to fees, each director, other than Messrs. Fitzgerald and Gebauer, is granted, on the date of his initial election to the Board, an option to purchase 24,000 shares of Class A Common Stock of the Company, at an exercise price equal to the fair market value per share on the date of grant. The options are not transferable other than upon death, are exercisable in three equal annual installments commencing on the date of grant, and expire at the earlier of the termination of the director’s directorship or ten years from the date of grant.
Finally, directors are reimbursed for their reasonable expenses in connection with attendance at Board and committee meetings. Other than reimbursement of expenses, Messrs. Fitzgerald and Gebauer receive no additional compensation for serving as directors of the Company.
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