TODCO Director Compensation Arrangement (Effective January 1, 2005)

Summary

This agreement outlines the compensation for directors of TODCO, effective January 1, 2005. Directors receive an annual cash retainer, with higher compensation for the Chairman of the Board and additional fees for attending meetings or chairing committees. Directors are also granted fully-vested deferred stock units (DSUs) upon election and annually, which are payable in shares after five years or upon leaving the Board. Directors may choose to further defer receipt of these shares. The arrangement specifies both cash and equity compensation for board service.

EX-10.4 3 h22465exv10w4.htm DIRECTOR COMPENSATION ARRANGEMENT exv10w4

Exhibit 10.4 — Director Compensation Arrangement

TODCO
Director Compensation
(effective January 1, 2005)

CASH COMPENSATION


Annual Director’s Retainer (excluding the Chairman of the Board)		$	35,000

Annual Chairman of the Board Retainer		$	140,000
(calculated by multiplying the Annual Director retainer by four)

Additional Fee for attendance at a Meeting of the Board or a Board Committee		$1,500 per meeting

Additional Fee for serving as Chairman of a Board Committee

	Audit Committee	$15,000 per year
	Executive Compensation Committee	$10,000 per year
	Corporate Governance Committee	$10,000 per year

EQUITY COMPENSATION

All Eligible Directors shall receive Grants under the TODCO Long Term Incentive Plan as follows:


Upon election to the Board		5,000 fully-vested deferred stock units (“DSUs”) payable in shares of common stock on the earlier of five years from the date of grant or termination from the Board. Directors may also elect to further defer the receipt of the common shares.

On the date of each Annual General Meeting thereafter		$65,000 in fully-vested DSUs, which is converted to DSUs on the date of grant (i.e., the annual shareholders’ meeting) based on the closing price of TODCO shares as reported in Wall Street Journal for that date. DSUs are payable in shares of common stock on the earlier of five years from the date of grant or termination from the Board. Directors also may elect to further defer the receipt of the common shares.