Summary of Compensation for Non-Employee Directors of VCA Antech, Inc.

Summary

This document outlines the compensation plan for non-employee directors of VCA Antech, Inc. Directors receive an annual retainer, fees for attending meetings, and an additional fee for the Audit Committee Chair. They are also granted restricted shares of company stock upon appointment and annually, with shares vesting over three years. The number of shares is based on the stock's closing price at the time of grant, and grants are adjusted if the appointment occurs less than a year before the next annual meeting.

EX-10.23 6 v55307exv10w23.htm EX-10.23 exv10w23

EXHIBIT 10.23

SUMMARY OF COMPENSATION OF NON-EMPLOYEE DIRECTORS

Each non-employee director of VCA Antech, Inc. will receive compensation as set forth below:


Annual Retainer:		$10,000 per annum (payable in 4 equal quarterly installments)

In Person Board, Stockholder or Committee Meeting:		$2,000 per meeting

Telephonic Board or Committee Meeting:		$1,000 per meeting

Audit Committee Chair Fee:		$10,000 per annum (payable in 4 equal quarterly installments)

Equity Compensation:		Upon appointment to the Board, each non-employee director will receive a grant, under our then existing equity incentive plan, of a number of restricted shares of common stock (“*restricted shares”) equal to $75,000 divided by the closing price of the Corporation’s common stock on the grant date. These restricted shares will vest in three equal annual installments, in each of the three 12-month periods (each an “annual period*”) following the date of grant on that day during such annual period which is the earlier to occur of (a) the day immediately preceding the date of an annual meeting of the Corporation’s stockholders occurring during such annual period and (b) on the anniversary of the date of grant.

		In the event that the date of grant is fewer than 12 months prior to the date of the next annual meeting, the number of restricted shares granted will be reduced on a pro-rata basis, based upon the number of months until the next annual meeting (e.g., if a non-employee director is appointed January 1 and the next annual meeting is April 1, such non-employee director will receive 500 restricted shares).

		Each non-employee director will annually receive on the date of the annual meeting a grant, under our then existing equity incentive plan, of a number of restricted shares equal to $75,000 divided by the closing price of the Corporation’s common stock on the grant date.

		These restricted shares will vest in three equal annual installments, in each of the three annual periods following the date of grant on that day during such annual period which is the earlier to occur of (a) the day immediately preceding the date of an annual meeting of the Corporation’s stockholders occurring during such annual period and (b) on the anniversary of the date of grant.