Attached files
file | filename |
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10-K - FORM 10-K - TRIAD GUARANTY INC | g22517e10vk.htm |
EX-21.1 - EX-21 - TRIAD GUARANTY INC | g22517exv21w1.htm |
EX-23.1 - EX-23.1 - TRIAD GUARANTY INC | g22517exv23w1.htm |
EX-31.1 - EX-31.1 - TRIAD GUARANTY INC | g22517exv31w1.htm |
EX-32.1 - EX-32.1 - TRIAD GUARANTY INC | g22517exv32w1.htm |
EX-10.60 - EX-10.60 - TRIAD GUARANTY INC | g22517exv10w60.htm |
Exhibit 10.61
Triad Guaranty Inc.
Board of Directors Compensation Program Summary
Board of Directors Compensation Program Summary
In an effort to reflect the changing demands on the Board of Directors (the Board) of
Triad Guaranty Inc. (the Company) as well as the economic realities faced by the Company, the
Compensation Committee revised the Companys non-employee director compensation program in August
2009, effective October 1, 2009 (the Program). A summary of the terms of the Program are set
forth below:
Non-Employee Directors
1. | Retainer: Each non-employee director shall receive an annual
cash retainer of $85,000, payable in equal quarterly installments in advance.
Each non-employee director shall also receive a fully vested annual restricted
stock award of 10,000 shares of the Companys common stock pursuant to the
Companys 2006 Long-Term Stock Incentive Plan (the Plan) and the related
restricted stock agreement. For 2009, the award shall be pro rated at 7,500 for
three quarters of service. |
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2. | Committee Chairs: Directors who are chosen to serve as
chairs of any of the three standing Board committees the Audit Committee,
Compensation Committee or Corporate Governance and Nominating Committee (together,
the Committees) will no longer be entitled to additional cash compensation for
such service. In addition, the single director who is designated as the Lead
Independent Director of the Board also will no longer receive any additional cash
compensation for such service. |
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3. | Meeting Fees: There will no longer be any meeting fees paid
to any director for attendance at or participation in Board or Committee meetings
(whether regular, special, in-person or telephonic and regardless of meeting
length), except as follows: |
a) | Each non-employee director is expected to
attend up to one in-person or telephonic meeting of the Board each
month without additional compensation; attendance or participation by
a director at the second and each subsequent meeting of the Board
(whether in-person or telephonic and regardless of meeting length)
held within a calendar month shall be compensated at the rate of
$1,500 for each such meeting; and |
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b) | Each Committee member is expected to attend
up to two meetings of each of the Committees on which he serves in
each calendar quarter without additional compensation; attendance or
participation by a director as a Committee member at the third and
each subsequent meeting of each such Committee (whether in-person or
telephonic |
and regardless of meeting length) held during such quarter shall be
compensated at the rate of $1,500 per meeting. |
Chairman of the Board
1. | Retainer: The Chairman of the Board shall receive an annual cash
retainer of $156,000, payable in equal quarterly installments in advance. The
Chairman shall also receive a fully vested annual restricted stock award of
17,000 shares of the Companys common stock pursuant to the Plan and the related
restricted stock agreement. For 2009, the award shall be pro rated at 12,750
shares for three quarters of service. |
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2. | Meeting Fees: The Chairman shall not be compensated for
attending Board or Committee meetings (whether regular, special, in-person or
telephonic and regardless of meeting length). |