Sterling Bancshares, Inc. Non-Employee Director Compensation Summary (2005-2006 Term)

Summary

Sterling Bancshares, Inc. outlines compensation for its non-employee directors for the 2005-2006 term. Non-employee directors receive an annual retainer in company stock, cash payments for attending board and committee meetings, and additional retainers for committee chair roles. Compensation varies by meeting type and duration, with specific amounts detailed for each. Directors who are also company employees do not receive this compensation. The company also reimburses non-employee directors for travel expenses related to meeting attendance.

EX-10.2 3 h24856exv10w2.txt SUMMARY DESCRIPTION OF NON-EMPLOYEE DIRECTOR COMPENSATION EXHIBIT 10.2 SUMMARY DESCRIPTION OF NON-EMPLOYEE DIRECTOR COMPENSATION The following sets forth the compensation for the non-employee directors of Sterling Bancshares, Inc. (the "Company") for the 2005-2006 term commencing at the Annual Meeting of Shareholders held on April 25, 2005. Directors who are also officers or employees of the Company do not receive any compensation for duties performed as directors. EVENT AMOUNT - ---------------------- --------------------------------------------- Annual Retainer $15,000, payable in the form of shares of common stock pursuant to the 2003 Stock Incentive and Compensation Plan Quarterly Board Meeting $2,500 for each quarterly board meeting attended in person, payable in cash. There will be scheduled a maximum of four quarterly board meetings for a maximum attendance fee of $10,000 per term year. Other Board Meetings Directors are compensated for attending, either in person or by telephone, board meetings other than scheduled quarterly board meetings as follows, payable in cash: - Meeting duration of less than $200 one hour - Meeting duration of one hour or $500 more, but less than four hours - Meeting duration of four hours $1,000 or more Committee Meetings $750 for each committee meeting attended in person or by telephone, except as noted below, payable in cash. The number of meetings will vary depending upon need, but there will be scheduled a minimum of four committee meetings for a minimum attendance fee of $3,000 per term year. The fee for audit committee meetings attended, either in person or by telephone, for the review of quarterly earnings releases and Form 10-Qs will be $200, payable in cash. EVENT AMOUNT - ---------------------- ------------------------------------------- Annual Retainer for the $10,000, payable either in cash or in the Chairman of the Audit form of shares of common stock pursuant to Committee the 2003 Stock Incentive and Compensation Plan, at the election of the Chairman. Annual Retainer for the $5,000, payable in the form of shares of Chairman of the Human Resources common stock pursuant to the 2003 Stock Programs Committee Incentive and Compensation Plan. Annual Retainer for the Chairman $5,000, payable in the form of shares of of the Corporate Governance and common stock pursuant to the 2003 Nominating Committee Stock Incentive and Compensation Plan. The Company reimburses the non-employee directors for their travel expenses incurred in attending meetings.