Attached files
file | filename |
---|---|
10-K - FORM 10-K - KB HOME | v54027e10vk.htm |
EX-21 - EX-21 - KB HOME | v54027exv21.htm |
EX-31.1 - EX-31.1 - KB HOME | v54027exv31w1.htm |
EX-32.1 - EX-32.1 - KB HOME | v54027exv32w1.htm |
EX-31.2 - EX-31.2 - KB HOME | v54027exv31w2.htm |
EX-12.1 - EX-12.1 - KB HOME | v54027exv12w1.htm |
EX-32.2 - EX-32.2 - KB HOME | v54027exv32w2.htm |
EX-10.54 - EX-10.54 - KB HOME | v54027exv10w54.htm |
EX-10.55 - EX-10.55 - KB HOME | v54027exv10w55.htm |
EX-23 - EX-23 - KB HOME | v54027exv23.htm |
Exhibit 10.53
AMENDED AND RESTATED
KB HOME
NON-EMPLOYEE DIRECTORS COMPENSATION PLAN
(Effective as of July 9, 2009)
1. PURPOSE OF THE PLAN. The purpose of KB Home Non-Employee Directors Compensation Plan
(Plan) is to grant Awards of equity-based compensation and other forms of compensation to
non-employee Directors of KB Home, a Delaware corporation (the Company). The Plan was adopted
effective as of September 26, 1996 (the Effective Date), was subsequently amended as of December
4, 1998, December 6, 1999, July 10, 2003 and January 1, 2009. The Plan is hereby amended and
restated as set forth herein effective as of July 9, 2009 (the Amendment Date).
2. DEFINITIONS.
ADDITIONAL MEETING FEE shall mean a fee payable to a Director (i) who attends a meeting of
the Board or a standing committee of the Board that is in excess of the Boards or the standing
committees respective regularly scheduled meetings for a given Director Year plus two (i.e., the
third additional meeting of the Board or standing committee and any subsequent meetings thereof, as
applicable, without cross-aggregation of Board and standing committee meetings) and (ii) who
attended each of that Director Years prior meetings of the Board or standing committee, as
applicable.
AMENDMENT DATE shall have the meaning set forth in Section 1 above.
ANNUAL ELECTION shall mean the election by a Director described in Section 6 below.
ANNUAL MEETING shall mean an annual meeting of stockholders of the Company.
ANNUAL BOARD RETAINER shall mean the annual retainer fee to be paid to a Director for
service on the Board for a given Director Year.
ANNUAL OPTION AWARD shall mean the annual Award of Options granted to a Director at the
beginning of a given Director Year in consideration for such Directors agreement to serve on the
Board for the Director Year.
ANNUAL STOCK UNIT AWARD shall mean the annual Award of Stock Units granted to a Director at
the beginning of a given Director Year in consideration for such
Directors agreement to serve on the Board for the Director Year.
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AWARD shall mean an award of Stock Units or Options pursuant to the Plan.
BOARD shall mean the Board of Directors of the Company.
CHANGE IN CONTROL of the Company shall mean the occurrence of a change in the ownership, a
change in the effective control, or a change in the ownership of a substantial portion of the
assets of the Company (or of such other corporation described in Section 1.409A-3(i)(5)(ii)(A)),
as determined in accordance with Section 1.409A-1(i)(5) of the Treasury Regulations and the
following provisions:
(a) a change in the ownership of the Company (or other applicable corporation) shall occur
on the date on which any one person, or more than one person acting as a group, acquires ownership
of stock of the corporation that, together with stock held by such person or group, constitutes
more than 50% of the total fair market value or total voting power of the stock of such
corporation. However, if any person or group is considered to own more than 50% of the total fair
market value or total voting power of the stock of such corporation, and such person or group
acquires additional stock of such corporation, the acquisition of additional stock by such person
or group shall not be considered to cause a change in the ownership (or a change in the
effective control) of such corporation.
(b) a change in the effective control of the Company (or other applicable corporation) shall
occur on either of the following dates: (i) the date on which any one person, or more than one
person acting as a group, acquires (or has acquired during the 12-month period ending on the date
of the most recent acquisition by such person or persons) ownership of stock of the corporation
possessing 30% or more of the total voting power of the stock of such corporation; provided,
however, that if any person or group is considered to own more than 30% of the total voting power
of the stock of such corporation, and such person or group acquires additional stock of such
corporation, the acquisition of additional stock by such person or group shall not be considered to
cause a change in the effective control of such corporation; or (ii) the date on which a majority
of the Companys Board of Directors is replaced during any 12-month period by directors whose
appointment or election is not endorsed by a majority of the members of the Companys Board of
Directors before the date of the appointment or election.
(c) a change in the ownership of a substantial portion of the assets of the Company (or
other applicable corporation) shall occur on the date on which any one person, or more than one
person acting as a group, acquires (or has acquired during the 12-month period ending on the date
of the most recent acquisition by such person or persons) assets from the corporation that have a
total gross fair market value equal to or more than 40% of the total gross fair market value of all
of the assets of the corporation immediately before such acquisition or acquisitions. However, a
transfer of assets shall not be treated as a change in the ownership of a substantial portion of
the assets when such a transfer is made to a related person as described in Section
1.409A-3(i)(5)(vii)(B) of the Treasury Regulations.
CODE shall mean the Internal Revenue Code of 1986, as amended from time to time.
All references to the Code or any section thereof shall include the Treasury Regulations and other
Department of Treasury guidance issued thereunder.
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COMMITTEE shall mean the Management Development and Compensation Committee of the Board or
such other committee as may be designated by the Board.
COMMITTEE CHAIR RETAINER shall mean the annual retainer fee to be paid to a Director for
service as the Chair of a standing committee of the Board for a given Director Year.
COMMITTEE MEMBER RETAINER shall mean the annual retainer fee to be paid to an eligible
Director for service as a member of a standing committee of the Board for a given Director Year.
COMMON STOCK EQUIVALENTS shall mean any instrument granted to a Director as compensation for
the Directors service on the Board reflecting the right to receive Stock or a cash payment based
upon the value of Stock, including without limitation any vested and unvested Stock Units awarded
under this Plan for which pay out is deferred until the Directors Termination Date or later
pursuant to Section 6(a) below, but not including any Options awarded under this Plan.
COMPANY shall have the meaning set forth in Section 1 above.
DIRECTOR shall mean a non-employee director of the Company.
DIRECTOR YEAR shall mean the period commencing on the date of an Annual Meeting and ending
on the date immediately preceding the next Annual Meeting.
EFFECTIVE DATE shall have the meaning set forth in Section 1 above.
FAIR MARKET VALUE of the Stock on a particular date shall equal (a) if shares are traded on
a securities exchange, the closing price of a share as reported by The Wall Street Journal for such
date or, if no sale occurred on such date, for the first trading date immediately prior to such
date during which a sale occurred; or (b) if shares are not traded on a securities exchange, (i)
the last sales price on such date (if shares are then listed as a Global Market Issue under the
NASDAQ Global Market System) or (ii) the mean between the closing representative bid and asked
prices (in all other cases) for shares on such date; or, if no sales prices or bid and asked
prices, as applicable, are reported by a national quotation system, the first date immediately
prior to such date on which sales prices or bid and asked prices, as applicable, are reported by a
national quotation system; or (c) if shares are not publicly traded, or with respect to any
non-share based Award or settlement of an Award, the fair market value established by the Committee
acting in good faith.
NEW AWARD shall mean an Award received for service in the 2010-2011 Director Year or later.
OLD AWARD shall mean an Award received for service in the 2009-2010 Director
Year or earlier.
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OPTION shall mean a right to receive, upon exercise, a cash payment (subject to Section 9
below), in accordance with the conditions set forth herein, equal to the difference between (i) the
Fair Market Value of one share of Stock on the date of exercise and (ii) the exercise price
established with respect to such right.
OWNERSHIP REQUIREMENT shall mean the requirement of each Director to hold, while serving as
a Director, at least $250,000 in value of Stock and/or Common Stock Equivalents; provided that once
a Director meets such requirement, subsequent changes alone in the Fair Market Value of the Stock
shall not cause the requirement to become unsatisfied with respect to that Director.
PER DIEM FEES shall mean a fee authorized to be paid by the Chairman of the Board, in his or
her sole discretion, to a Director who is asked to work on Board issues for a significant part of
the day outside of normal Board or standing committee service.
PLAN shall have the meaning set forth in Section 1 above.
RULE 16B-3 shall mean Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended.
SECTION 409A shall mean Section 409A of the Code and, for the avoidance of doubt only, the
Treasury Regulations and other Department of Treasury guidance issued thereunder.
STOCK shall mean shares of Common Stock, par value $1.00 per share, of the Company.
STOCK UNIT shall mean a right to receive a cash payment (subject to Section 9 below), in
accordance with the conditions set forth herein, of the Fair Market Value of a share of Stock.
TERMINATION DATE shall mean the date a Directors service on the Board terminates for any
reason, provided that such termination constitutes a separation from service within the meaning
of Section 409A as determined in accordance with Section 10(c) below.
TREASURY REGULATIONS shall mean the rules and regulations issued or adopted by the
Department of Treasury in respect of the Code.
3. PROCESS. The Committee shall from time to time establish (a) the value of the Annual Board
Retainer, Committee Chair Retainers and Committee Member Retainers for a given Director Year, (b)
the number of Options in (or the value of) the Annual Option Award for a given Director Year, (c)
the number of Stock Units in (or the value of) the Annual Stock Unit Award for a given Director
Year, and (d) the value of any Additional Meeting Fees for a given Director Year; provided that any
adjustment in any of the foregoing amounts or values shall be subject to the approval of the Board.
4. STOCK UNIT AND OPTION AWARDS.
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(a) On the date of each Annual Meeting, each incumbent Director and each individual who
becomes a Director as of the date of such Annual Meeting shall be granted on such date an Annual
Stock Unit Award and an Annual Option Award, as determined pursuant to Section 3 above. If an
individual becomes a Director during a given Director Year, he or she shall be granted, on his or
her first day of such service, a prorated Annual Stock Unit Award and prorated Annual Option Award
for the remaining balance of the Director Year.
(b) If the Committee establishes a dollar value for the Annual Stock Unit Award, then the
number of Stock Units in the Annual Stock Unit Award shall be equal to such value divided by the
Fair Market Value of one share of Stock on the date of grant. If the Committee establishes a
dollar value for the Annual Option Award, then the number of Options in the Annual Option Award
shall be based on a Black-Scholes valuation as of the date of grant utilizing appropriate
assumptions in the same manner as applied to compensatory Stock options granted to Company
employees.
(c) In all cases, the exercise price of an Option shall be the Fair Market Value of one share
of Stock on the date of grant. The exercise price of any Option awarded under the Plan may not be
adjusted downward, whether through amendment, cancellation or replacement grants, or by any other
means, except as provided in Section 12 below. The Committee shall not extend the exercise period
of an Option beyond the earlier of the latest date upon which the Option could have expired by its
original terms or the tenth anniversary of the date of grant of such Option, or otherwise modify
any Option or add any feature for the deferral of compensation in any manner that would cause a
violation of the requirements of Section 409A.
(d) New Awards vest on the last day of the Director Year, and shall be forfeited in their
entirety if the Directors Termination Date occurs before the last day of the Director Year. Old
Awards vested immediately upon grant, subject to the terms of Section 6(b) below.
(e) Vested Options that are New Awards (i) become exercisable if and while the Ownership
Requirement is satisfied or, if earlier, on the Directors Termination Date, (ii) have a ten (10)
year term from the date of grant and (iii) shall remain outstanding and fully exercisable until the
earlier of the end of their term or the third anniversary of the Directors Termination Date. Upon
the occurrence of a Change in Control, the vesting of any unvested Options that are New Awards
shall accelerate and the Ownership Requirement as a condition to exercise shall be waived.
(f) Vested Options that are Old Awards (i) become exercisable if and while the Ownership
Requirement is satisfied or, if earlier, on the Directors Termination Date, (ii) shall have a
maximum term of fifteen (15) years from the date of grant, and (iii) shall remain outstanding and
fully exercisable until the earlier of the end of the term or one (1) year from the Directors
Termination Date, except in the event of removal for cause, in which case the Options that are Old
Awards shall remain outstanding and fully exercisable for 30 days.
(g) Subject to Section 18 below, vested Stock Units that are New Awards shall be paid out as
soon as practicable after (but no later than 60 days following) the earlier of (i) the
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occurrence of a Change in Control and (ii) the date specified in the Directors applicable Annual Election.
Subject to Section 18 below, vested Stock Units that are Old Awards shall be paid out as soon as
practicable after (but no later than 60 days following) the earlier of (x) the occurrence of a
Change in Control and (y) the Directors Termination Date.
5. ANNUAL RETAINERS AND FEES.
(a) Each Director shall be entitled to receive an Annual Board Retainer with respect to each
Director Year. As part of each Directors Annual Election, a Director shall be given an opportunity
to elect to receive his or her Annual Board Retainer in cash or by a grant of Stock Units pursuant
to Section 4 above. A Director who does not make an Annual Election shall receive his or her
Annual Board Retainer in cash.
(b) The Chair of each standing committee of the Board shall be entitled to receive the
applicable annual Committee Chair Retainer with respect to each Director Year. Each other member
(other than the Chairman of the Board, unless otherwise determined by the Committee or the Board)
of each standing committee of the Board shall be entitled to receive the applicable annual
Committee Member Retainer with respect to each Director Year. As part of the Annual Election, each
committee Chair and eligible standing committee member shall be given an opportunity to elect to
receive his or her Committee Chair Retainer(s) and/or Committee Member Retainer(s) in cash or by a
grant of Stock Units pursuant to Section 4 above. A committee Chair or eligible standing committee
member who does not make an Annual Election shall receive his or her Committee Chair Retainer(s)
and/or Committee Member Retainer(s) in cash.
(c) If a Director elects pursuant to his or her Annual Election to receive his or her Annual
Board Retainer, Committee Chair Retainer(s) and/or Committee Member Retainer(s) (as eligible) in
cash (or defaults to such election), payment shall be made on a quarterly basis during the
applicable Director Year for so long as the Director is serving in the relevant capacity. If a
Director elects pursuant to his or her Annual Election to receive any Additional Meeting Fees in
cash (or defaults to such election), payment of Additional Meeting Fees to which the Director
becomes eligible shall be made promptly following each applicable additional meeting. A Director
who does not make an Annual Election shall receive any Additional Meeting Fees in cash. If a
Director elects to receive any or all of his or her Annual Board Retainer, Committee Chair
Retainer(s) and/or Committee Member Retainer(s) (as eligible) by a grant of Stock Units, the
Director shall be granted on the date of the Annual Meeting Stock Units with respect to Stock
having a Fair Market Value on the date of grant equal to 100% of the Annual Board Retainer,
Committee Chair Retainer and/or Committee Member Retainer, as applicable. If a Director elects to
receive any Additional Meeting Fees by a grant of Stock Units, the Director shall be granted, on
the date of each applicable additional meeting, Stock Units with respect to Stock having a Fair
Market Value on the date of grant equal to 100% of the applicable Additional Meeting Fee.
Notwithstanding the foregoing, in lieu being granted any fractional Stock Units, the Director shall
receive a cash payment equal to the Fair Market Value of any such fractional Stock Units.
(d) Any person who becomes a Director, a committee Chair or a standing committee
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member during a Director Year shall be granted, on his or her first day of such service, an Annual Board
Retainer, Committee Chair Retainer and/or Committee Member Retainer (if eligible), as applicable,
prorated for the remaining balance of that Director Year.
(e) Eligibility for receipt of any Additional Meeting Fees shall be subject to the approval,
in each applicable case, of the Chairman of the Board (for Board meetings) or the applicable
committee Chair (for standing committee meetings). Eligibility for receipt of any Per Diem Fees
shall be subject to the approval of the Chairman of the Board. In all circumstances, Per Diem Fees
shall be paid in cash only promptly after approval and shall not be subject to the Annual Election.
6. ANNUAL ELECTION AND PARTIAL DIRECTOR YEARS.
(a) Each Director may make a written election, which must be delivered to the Secretary of the
Company no later than the last day of the Directors taxable year ending prior to the Director Year
to which the written election relates (subject to Section 6(c) below), indicating that the Director
would like (i) to receive all of one or more of his or her Annual Board Retainer, Committee Chair
Retainer(s), Committee Member Retainer(s) and/or Additional Meeting Fees by a grant of Stock Units
rather than in cash and (ii) for pay out of any Stock Units (including those granted pursuant to
Section 4(a) above or pursuant to the Annual Election) to be made (x) when the Stock Units vest,
(y) upon the Directors Termination Date, or (z) at the earlier of a specified future date after
the Stock Units vest or the Directors Termination Date; provided that if a Directors Ownership
Requirement is not satisfied on the last day of the Directors taxable year ending prior to the
applicable Director Year (or the due date for an Annual Election under Section 6(c) below, if
applicable), or if an Annual Election under clause (ii) is not made, pay out of the Stock Units
will default to pay out upon the Directors Termination Date. The Annual Election shall be
irrevocable after the last day of such taxable year, subject to Section 6(c) below.
(b) In the event a Director resigns from the Board during a Director Year, (i) the Director
shall return to the Company any cash payment covering the prorated portion of the Annual Board
Retainer, Committee Chair Retainer(s) and/or Committee Member Retainer(s) for the balance of that
Director Year, (ii) the Director shall forfeit a percentage of any Stock Units or Options that are
Old Awards prorated for the balance of the portion of that Director Year (if any) as to which such
Stock Units or Options were awarded, and (iii) the Director shall forfeit any unvested Stock Units
or Options that are New Awards in their entirety. No return of any portion of the Annual Board
Retainer, Committee Chair Retainer(s), Committee Member Retainer(s) or Old Awards shall be required
in the event a Director leaves the Board as the result of retirement or incapacity (in either case,
as determined in the Committees sole discretion) or death.
(c) Notwithstanding the provisions of Section 6(a), a Directors Annual Election for (i) the
Director Year during which the individual becomes a Director and (ii) for the next Director Year if
the individual becomes a Director after the last day of his or her taxable year ending prior to the
next Director Year, may be delivered to the Secretary of the Company no later than the date on
which such person first becomes a Director, and such Annual Election(s) shall be
irrevocable after the date on which such person first becomes a Director.
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7. DIVIDEND EQUIVALENT PAYMENTS. Effective as of each cash dividend payment date for
outstanding shares of Stock, a current cash payment shall be made on each outstanding Stock Unit to
the holder thereof in an amount equal to the dividend paid on an outstanding share of Stock.
8. STOCK UNITS. Each Stock Unit Award under this Plan shall comply with, or be exempt from,
the requirements of Section 409A.
9. FORM OF PAYMENT. All payments in respect of Stock Units and/or Options that are New Awards
shall be made in cash, unless payment in shares of Stock is approved by the requisite vote of the
stockholders of the Company. All payments in respect of Stock Units and/or Options that are Old
Awards shall be made in cash in accordance with the previous elections made by the Director.
10. SECTION 409A.
(a) To the extent that the Committee determines that any Award granted under the Plan is
subject to Section 409A, the Award Agreement evidencing such Award shall comply with the
requirements of Section 409A. To the extent possible, the Plan and Award Agreements shall be
interpreted in accordance with Section 409A, including without limitation any Treasury Regulations
or other Department of Treasury guidance that may be issued or amended after the Effective Date or
the Amendment Date. Notwithstanding any provision of the Plan to the contrary, in the event that
following the Effective Date the Committee determines that any Award may be subject to Section
409A, including such Department of Treasury guidance as may be issued after the Effective Date or
the Amendment Date, the Committee may adopt such amendments to the Plan and the applicable Award
Agreement or adopt other policies and procedures (including amendments, policies and procedures
with retroactive effect), or take any other actions, that the Committee determines are necessary or
appropriate to (i) exempt the Award from Section 409A and/or preserve the intended tax treatment of
the benefits provided with respect to the Award, or (ii) comply with the requirements of Section
409A.
(b) If, on a Directors Termination Date, (i) such Director is a specified employee of the
Company (within the meaning of Section 409A as determined annually by the Committee in accordance
with the methodology specified by resolution of the Board or the Committee and in accordance with
Section 1.409A-1(i) of the Treasury Regulations) and (ii) the Company shall make a good-faith
determination that an amount payable pursuant to an Award constitutes deferred compensation
(within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the
six-month delay rule set forth in Section 409A in order to preserve the tax treatment intended for
such payment or to avoid additional tax, interest, or penalties under Section 409A, then the
Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it
on the first business day after such six-month period. Such amount shall be paid without interest,
unless otherwise determined by the Committee, in its sole discretion, or as otherwise provided in
any applicable agreement between the Company and the relevant Director.
(c) For purposes of this Plan, a separation from service within the meaning of Section
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409A shall mean termination of services provided by a Director to the Company, whether voluntary or
involuntary, as determined by the Committee in accordance with Section 1.409A-1(h) of the Treasury
Regulations. In determining whether a Director has experienced a separation from service, the
following provisions shall apply:
(i) If a Director provides services for the Company as both an employee and as a director of
the Board of the Company, to the extent permitted by Section 1.409A-1(h)(5) of the Treasury
Regulations, the services provided by such Director as an employee shall not be taken into account
in determining whether the Director has experienced a separation from service as a director of the
Board of the Company, and the services provided by such Director as a director of the Board of the
Company shall not be taken into account in determining whether the Director has experienced a
separation from service as an employee.
(ii) For purposes of this Subsection, services performed for the Company shall include service
performed both for the Company and for any other corporation that is a member of the same
controlled group of corporations as the Company under Section 414(b) of the Code or any other
trade or business (such as a partnership) that is under common control with the Company as
determined under Section 414(c) of the Code, in each case as modified by Treasury Regulation
Section 1.409A-1(h)(3) and substituting at least 50 percent for at least 80 percent each place
it appears in Section 1563(a) of the Code or Treasury Regulation Section 1.414(c)-2.
(d) A Director shall be solely responsible and liable for the satisfaction of all taxes,
interest, and penalties that may be imposed on such Director or for such Directors account in
connection with an Award (including any taxes, interest, and penalties under Section 409A), and
neither the Company nor its affiliates shall have any obligation to indemnify or otherwise hold
such Director harmless from any or all of such taxes, interest, or penalties.
11. STATEMENT OF ACCOUNT. Each Director shall receive an annual statement showing the number
of Stock Units and Options that have been awarded to the Director under the Plan.
12. CHANGE IN CAPITAL STRUCTURE. In the event of any change in the Stock by reason of any
stock dividend, split, combination of shares, exchange of shares warrants or rights offering to
purchase Stock at a price below its fair market value, reclassification, recapitalization, merger,
consolidation or other change in capitalization, appropriate adjustment shall be made by the
Committee to any relevant provisions of the Plan and any outstanding Awards, whose determination
shall be binding and conclusive on all persons; provided, however, that such adjustment shall be
made only to the extent that it does not cause a violation of the requirements of Section 409A.
13. NONTRANSFERABILITY. Stock Units and Options shall not be transferable and may not be
alienated by a Director except by will or the laws of descent and distribution.
14. RIGHTS. Except to the extent otherwise set forth herein, Directors shall not have any of
the rights of a stockholder with respect to the Stock Units or Options.
15. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
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Committee. The Committee shall have full power, discretion and authority to interpret and administer the Plan, except that
the Committee shall have no power to (i) determine the eligibility for Awards or the number of
Stock Units or Options or the timing or value of Awards to be granted to any Director, or (ii) take
any action specifically delegated to the Board under the plan. With respect to any determination
contemplated in subsection (i) of the preceding sentence, the Committee shall make recommendations
to the Board, but any final determination with respect to such recommendation shall be subject to
the approval of the full Board.
16. AMENDMENT OR TERMINATION OF THE PLAN. The Board may, at any time, amend or terminate the
Plan; but no amendment or termination shall, without the written consent of a Director, reduce the
Directors rights under previously granted Awards or with respect to any fees previously earned. No
amendment which requires stockholder approval in order for the Plan to continue to comply with Rule
16b-3 shall be effective unless the same shall be approved by the requisite vote of the
stockholders of the Company.
17. NO RIGHT TO RENOMINATION. Nothing in the plan or in any Award shall confer upon any
Director the right to be nominated for reelection to the Board.
18. PAYMENTS UPON DEATH. In the event of a Directors death, payments with respect to any
vested Stock Units shall be made promptly in a single lump sum payment to the beneficiary
designated by the Director, and the right to exercise any vested Options shall be accorded to such
beneficiary (or in the absence of an executed beneficiary form, to the person legally entitled
thereto, as designated under his or her will, or to such heirs as determined under the laws of
intestacy for the state of his or her domicile) for the shortest of (a) the remaining term of the
Options, (b) the balance of the post-Termination Date exercise period if the Director dies after
his or her separation from service, or (c) the entire post-Termination Date exercise period if the
Director dies while serving on the Board. For the avoidance of doubt, the Ownership Requirement
shall not be a condition to the exercise of any Options following the Directors death.
19. GOVERNING LAW. The Plan and all actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of California.
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Director Year 2010
(and future Director Years unless changed in accordance with the Plan)
(and future Director Years unless changed in accordance with the Plan)
Approved Amounts and Values
Annual Board Retainer
|
$80,000 | |||
Committee Chair Retainers
|
$25,000 (Audit and Compliance) $18,000 (MDCC) $10,000 (NCG) |
|||
Committee Member Retainers
|
$10,000 (Audit and Compliance) $7,000 (MDCC) $5,000 (NCG) |
|||
Annual Stock Unit Award
|
An Award with a value of $67,500 | |||
Annual Option Award
|
An Award with a value of $67,500 | |||
Additional Meeting Fees
|
$1,500 per Board or committee meeting | |||
Per Diem Fees
|
TBD on a case-by-case basis in accordance with the Plan |
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