Triad Hospitals, Inc. Summary of Outside Director Compensation Arrangements (Effective May 23, 2006)

Contract Categories: Human Resources › Compensation Agreements
Summary

This document outlines the compensation structure for non-employee directors of Triad Hospitals, Inc. as of May 23, 2006. Non-employee directors receive an annual retainer, meeting attendance fees, and equity grants in the form of restricted stock. Additional fees are provided for committee service and chairmanships. Directors may choose to receive part of their retainer in deferred stock units. Initial equity awards are granted upon joining the board, with vesting over four years. The agreement sets out the key terms and conditions for director compensation and equity awards.

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EX-10.1 2 dex101.htm SUMMARY OF OUTSIDE DIRECTOR COMPENSATION ARRANGEMENTS Summary of Outside Director Compensation Arrangements

Exhibit 10.1

TRIAD HOSPITALS, INC.

COMPENSATION OF NON-EMPLOYEE DIRECTORS

(Effective as of May 23, 2006)

 

     Annual Retainer   Per Meeting
Attendance Fees		    Equity Grant1

Non-Employee Directors

    $60,0002   $ 2,500    2,700 shares
restricted stock

Audit Committee

    $7,500
Committee Chairman		   $ 1,500    N/A

Compensation Committee

    $7,500
Committee Chairman		   $ 1,500    N/A

Quality Committee

    N/A   $ 1,500    N/A

Ethics and Compliance Committee

    $7,500
Committee Chairman		   $ 1,500    N/A

Nominating and

Corporate Governance Committee

    $7,500
Committee Chairman		   $ 1,500    N/A

Executive Committee

    N/A   $ 1,500    N/A

Development Committee

    N/A   $ 1,500    N/A

1 On May 23, 2006, the Board of Directors approved a restricted stock award for non-employee directors in lieu of an annual stock option grant provided for under Triad’s Outside Directors Stock and Incentive Compensation Plan (the “Compensation Plan”). The award is subject to certain restrictions until the first anniversary of the date of the award. In addition to the annual equity grant, the Board of Directors’ practice is to grant an initial equity award of 20,000 stock options to each non-employee director upon commencement of service as a member of the Board of Directors. The options vest in four equal annual installments beginning on the first anniversary of the date of grant.

2 Non-employee directors have the option to elect to receive all or a portion (in 25% increments) of the annual retainer in deferred stock units pursuant to the Compensation Plan.