Total System Services, Inc. Non-Employee Director Compensation Policy (Effective July 2009)

Contract Categories: Human Resources › Compensation Agreements
Summary

Total System Services, Inc. has set out its compensation policy for non-employee directors, effective July 2009. Non-employee directors receive annual cash retainers for board and committee service, with additional payments for committee chairs and the lead director. Directors also receive an annual grant of 500 restricted stock shares, which vest after three years. The company will contribute up to $10,000 annually to a director stock purchase plan, matching 15% of the director's own contributions, up to a $20,000 limit. These changes reduce the company's stock plan contribution and add a retainer for the Executive Committee Chair.

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EX-10.1 2 g21118exv10w1.htm EX-10.1 exv10w1
EXHIBIT 10.1
TOTAL SYSTEM SERVICES, INC.
Board of Directors Compensation
     The Board of Directors of Total System Services, Inc. approved modifications to the compensation to be paid to non-employee directors effective in July of 2009, as set forth below, which modifications were limited to decreasing the company’s contribution to the director stock purchase plan and beginning to pay a retainer to the Chairman of the Executive Committee:
Cash Compensation
         
Annual Board Retainer
   $ 40,000  
 
        
Annual Committee Member Retainers
        
Audit Committee
   $ 15,000  
Compensation Committee
   $ 10,000  
Corporate Governance and Nominating Committee
   $ 7,500  
Executive Committee
   $ 10,000  
 
        
Annual Committee Chair Retainers*
        
Audit Committee
   $ 15,000  
Compensation Committee
   $ 10,000  
Corporate Governance and Nominating Committee
   $ 7,500  
Executive Committee
   $ 15,000  
 
        
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 (in the form of a grant from the TSYS 2008 Omnibus Plan, 3 year cliff vesting)
   500 shares
 
        
Director Stock Purchase Plan
        
 
        
Annual maximum company cash contribution per director participant to company-sponsored open market stock purchase plan, with company’s contribution equal to 15% of director participant’s cash contribution, subject to annual maximum contribution limit by director of $20,000. Employee directors may participate in this plan.
   $ 10,000