Titan Machinery Inc. Non-Employee Director Compensation Plan
Titan Machinery Inc. has established a compensation plan for its non-employee directors. Under this plan, each non-employee director receives an annual cash retainer of $20,000, with an additional $10,000 for the audit committee chair. Directors are also granted restricted common stock valued at $30,000 annually, which vests after one year and must be held until the director leaves the board. Directors receive cash fees for attending board and committee meetings, and are reimbursed for reasonable expenses related to their service.
EXHIBIT 10.1
Titan Machinery Inc. Non-Employee Director Compensation Plan
Each non-employee director of Titan Machinery Inc. (the “Company”) shall receive:
· an annual retainer of $20,000, payable quarterly (the chair of the audit committee shall receive an additional $10,000 retainer);
· an annual grant of shares of restricted common stock(1) equal to $30,000, based upon the fair market value of the Company’s common stock on the grant date(2), granted on the first trading day of the second month of the Company’s second fiscal quarter;
· a $1,500 cash fee per board meeting attended and a $1,000 cash fee per committee meeting attended ($500 for board or committee teleconferences); and
· reimbursement of reasonable expenses incurred in connection with his services as a director.
(1) The restricted stock grants shall have a one-year vesting period and each director shall be required to hold such shares of restricted stock until such director is no longer serving as a director of Titan Machinery Inc.
(2) The fair market value of the Company’s common stock shall be equal to the closing price of the Company’s common stock on the Nasdaq stock market on the date of determination.
