Total System Services, Inc. Board of Directors Compensation Summary (Approved January 18, 2005)
This document outlines the compensation structure for the Board of Directors of Total System Services, Inc. as approved on January 18, 2005. Directors receive annual cash retainers for board and committee service, with additional amounts for committee chairs and the lead director. Directors also receive an annual grant of 500 restricted stock shares with a three-year vesting period, except for employee directors. Additionally, directors can participate in a stock purchase plan with company matching contributions, subject to annual limits.
Exhibit 10.1
Total System Services, Inc.
Board of Directors Compensation
Approved January 18, 2005
| Cash Compensation | ||||
Annual Board Retainer | $ | 35,000 | ||
Annual Committee Member Retainers | ||||
Compensation | $ | 5,000 | ||
Corporate Governance & Nominating | $ | 5,000 | ||
Audit | $ | 10,000 | ||
Executive | $ | 10,000 | ||
Annual Committee Chair Retainers * | ||||
Compensation | $ | 5,000 | ||
Corporate Governance & Nominating | $ | 5,000 | ||
Audit | $ | 10,000 | ||
Annual Lead Director Retainer | $ | 5,000 |
* Note: The committee chair will receive both an annual committee member retainer and an annual committee chair retainer.
| Equity Compensation | ||||
Annual restricted stock award | 500 shares | |||
| in the form of a grant from the TSYS 2002 Long Term Incentive Plan, 3 year | ||||
| cliff vesting No equity awards to employee directors | ||||
| Director Stock Purchase Plan | ||||
| Annual maximum company cash | $ | 10,000 | ||
| contribution per director participant to company-sponsored open market stock purchase | ||||
| plan, with company’s contribution equal to 50% of director participant’s cash contribution, subject to annual maximum contribution limit by director of $20,000 | ||||
