Description of Compensation Arrangements for Non-Employee Directors
EX-10.38 6 dex1038.htm DESCRIPTION OF COMPENSATION ARRANGEMENTS FOR NON-EMPLOYEE DIRECTORS Description of Compensation Arrangements for Non-Employee Directors
Exhibit 10.38
Description of Compensation Arrangements for Non-Employee Directors
| Board Service | |||||
| One-time Award upon Election to the Board | $ | 100,000 | Shares equal to this value are deposited into the Trust for the Outside Directors Supplemental Compensation Plan and do not vest to direct ownership until the director leaves the Board | ||
| Retainer | $ | 52,000 | Paid in quarterly installments | ||
| Restricted Shares | $ | 35,000 | Shares equal to this value are deposited annually into the Trust for the Outside Directors Supplemental Compensation Plan and do not vest to direct ownership until the director leaves the Board | ||
| Stock Options | | Determined annually | Same terms as employees under the 2002 Omnibus Incentive Plan (vest ratably over three years) | ||
| Meeting Fees | $ | 1,000 | Attendance at Board meeting | ||
| Committee Service | |||||
| Meeting Fees | $ | 1,000 | Attendance at Committee meeting for Committee members | ||
| $ | 2,000 | Attendance at Committee meeting for Committee chairs | |||
Directors also participate in the American Standard Companies Inc. Deferred Compensation Plan which allows them to defer all or part of their cash retainers and meeting fees into either a fixed interest cash account or an account holding notional shares of company stock. In addition, Directors are entitled to receive company products at no cost.
