ShopKo Stores, Inc. Board of Directors Compensation Arrangements

Summary

ShopKo Stores, Inc. has established compensation terms for its non-management directors, including annual cash retainers, meeting fees, and equity grants such as deferred stock units, stock options, and restricted stock. Additional compensation is provided for committee chairmen and the non-executive Chairman of the Board, who receives a higher retainer, more stock options, and a monthly office expense allowance. These arrangements outline the pay structure and benefits for board service and leadership roles within the company.

EX-10.23 2 c93850exv10w23.txt BOARD OF DIRECTORS COMPENSATION ARRANGEMENTS EXHIBIT 10.23 - BOARD OF DIRECTORS COMPENSATION ARRANGEMENTS The Board of Directors of ShopKo Stores, Inc. (the "Company"), upon the recommendation of the Board's Nominating/Corporate Governance Committee, has set the following compensation arrangements for non-management directors: - Annual cash retainer for Board service: $30,000 - Board/Committee meeting fees (in-person): $1,500 per meeting - Board/Committee meeting fees (teleconference): $750 per meeting - Annual grant of Deferred Stock Units (to be granted following the Annual Meeting): $5,000 - Annual option grant to purchase shares of common stock (to be granted following the Annual Meeting): 4,000 options - Annual equity grant of Restricted Stock: 1,000 shares - Annual retainer for Audit Committee chairman: $7,500 - Annual retainer for other Committee chairmen: $5,000. The Board of Directors also approved the following compensation for the Company's non-executive Chairman of the Board (in addition to the above): - Annual cash retainer: $75,000 - Annual option grant to purchase shares of common stock: 7,000 options - Monthly office expense: $1,500. 73