Woodhead Industries, Inc. Board Compensation Summary Effective January 3, 2006

Summary

This document outlines the compensation structure for members of the Board of Directors of Woodhead Industries, Inc. Board members receive an annual retainer of $20,000, paid quarterly, plus $1,500 for each board or committee meeting attended, including those held by phone. Additional compensation includes restricted stock grants upon appointment and annually, as well as extra retainers for committee chairs and the lead director. The policy takes effect on January 3, 2006.

EX-10.1 2 woodhead055069_ex10-1.txt COMPANY BOARD COMPENSATION SUMMARY EXHIBIT 10.1 WOODHEAD INDUSTRIES, INC. ------------------------- Board Compensation Summary -------------------------- Compensation Elements Amount - --------------------- ------ o Annual Retainer $20,000 (Pd. in quarterly installments) o Meeting Fees (Board $ 1,500 and Committee) o Equity Grants - Appointment Grant Restricted Stock 2,000 shares (2 yr. Ratable vesting) - Annual Grant Restricted Stock 2,000 shares (1 yr. Vesting) o Additional Retainer for Committee Chairs (All) $ 5,000 o Additional Retainer for $ 10,000 Lead Director Note: Meeting fees will be paid for Board and committee meetings that are held telephonically. No fees will be paid for teleconferencing updates. All of the above will be effective January 3, 2006.