Summary Sheet of Director Fees and Executive Officer Compensation for The Providence Service Corporation
This document outlines the compensation structure for non-employee directors and executive officers of The Providence Service Corporation. Non-employee directors receive annual stipends, meeting fees, and stock options, with additional compensation for the Audit Committee Chair. Executive officers are provided with specified base salaries and are eligible for annual and quarterly bonuses based on the company's financial performance. They also participate in the company's stock option plan and receive various employee benefits. Bonus eligibility is contingent on the company meeting or exceeding budgeted net income and earnings per share targets.
EXHIBIT 10.13
SUMMARY SHEET OF DIRECTOR FEES AND EXECUTIVE OFFICER COMPENSATION
I. Director Compensation
As compensation for their service as directors of The Providence Service Corporation (the Company), each non-employee member of the Board of Directors (the Board) receives a $10,000 annual stipend, except for the Audit Committee Chair who receives a $28,800 annual stipend. Payment of the annual stipends is made on a quarterly basis following each quarter of service. Additionally, each non-employee member of the Board receives $3,500 for each Board meeting attended in person, $1,000 for each telephonic meeting of the Board participated in, and $1,000 for each committee meeting attended or participated in by telephone of which such non-employee member of the Board is a member that is not held the same day as a Board meeting, except that the Audit Committee Chair receives $2,500 for each Audit Committee meeting attended or participated in by telephone that is not held the same day as a Board meeting.
In addition, each non-employee member then serving on the first business day of each January receives a ten year option to purchase 10,000 shares of the Companys common stock under the Companys 2003 Stock Option Plan with an exercise price equal to the closing market price of the Companys common stock on the date of grant. For services to be rendered in 2006, each non-employee director was awarded an option to purchase 10,000 shares of the Companys common stock on December 6, 2005 under the Companys 2003 Stock Option Plan in lieu of receiving the award in January 2006. On December 29, 2005, the vesting of all unvested options then outstanding, including those options awarded to non-employee directors, were accelerated.
II. Executive Compensation
Base Salaries
The following table sets forth current base salaries of the Companys CEO and each of the executive officers who were named in the Summary Compensation Table in the Companys definitive proxy statement filed with the SEC on April 20, 2005 and each executive officer expected to be named in the Summary Compensation Table in the Companys definitive proxy statement to be filed with the SEC with respect to the Companys 2006 annual stockholders meeting (the Named Executive Officers).
Name | Base Salary | ||
Fletcher Jay McCusker | $ | 250,000 | |
William Boyd Dover | 190,000 | ||
Michael N. Deitch | 195,000 | ||
Fred D. Furman | 195,000 | ||
Craig A. Norris | 200,000 |
Bonuses
Annual Incentive Compensation Plan
Each Named Executive Officer is eligible to receive a bonus under the Annual Incentive Compensation Plan. The Annual Incentive Compensation Plan is designed as a team bonus and is not triggered unless the Company meets or exceeds its budgeted net income and earnings per share for fiscal 2006 (calculated after giving effect to any bonuses accrued under the Annual Incentive Compensation Plan and the Quarterly Incentive Bonus Plan). Individuals of the bonus team are eligible to receive a cash bonus as follows: (1) if net income and earnings per share exceeds budgeted target amounts by 1% to 5%, the cash bonus payable to each individual will be 25% of the individuals 2006 base salary; and (2) if net income and earnings per share exceeds budgeted target amounts by more than 5%, the cash bonus payable to each individual will be 50% of the individuals 2006 base salary.
Quarterly Incentive Bonus Plan
Each Named Executive Officer is eligible to receive a bonus under the Quarterly Incentive Bonus Plan. The Quarterly Incentive Bonus Plan is designed as a team bonus and is triggered if the Company meets or exceeds its budgeted net income and earnings per share for each quarter during the Companys fiscal year (calculated after giving effect to any bonuses accrued under the Quarterly Incentive Bonus Plan and the Annual Incentive Compensation Plan). Individuals of the bonus team are eligible to receive a cash bonus of $5,000 for each quarter the bonus is triggered under the Quarterly Incentive Bonus Plan. The total annual amount each individual of the bonus team may receive under the Quarterly Incentive Bonus Plan is $20,000.
Participation in Stock Option Plan and Other Arrangements
The Named Executive Officers are also eligible to:
| Participate in the Companys 2003 Stock Option Plan; |
| Participate in certain group life, health, medical and other non-cash benefits generally available to all salaried employees; and |
| Participate in certain health and dental benefits for their family, which are not available to all salaried employees. |