Attached files
file | filename |
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10-K - FORM 10-K - AMERICA SERVICE GROUP INC /DE | g26346e10vk.htm |
EX-32.1 - EX-32.1 - AMERICA SERVICE GROUP INC /DE | g26346exv32w1.htm |
EX-31.1 - EX-31.1 - AMERICA SERVICE GROUP INC /DE | g26346exv31w1.htm |
EX-23.2 - EX-23.2 - AMERICA SERVICE GROUP INC /DE | g26346exv23w2.htm |
EX-21.1 - EX-21.1 - AMERICA SERVICE GROUP INC /DE | g26346exv21w1.htm |
EX-23.1 - EX-23.1 - AMERICA SERVICE GROUP INC /DE | g26346exv23w1.htm |
EX-31.2 - EX-31.2 - AMERICA SERVICE GROUP INC /DE | g26346exv31w2.htm |
EX-32.2 - EX-32.2 - AMERICA SERVICE GROUP INC /DE | g26346exv32w2.htm |
Exhibit 10.15
America Service Group Inc. (the Company)
Summary of 2011 Director and Executive Officer Compensation
I. | DIRECTOR COMPENSATION. Directors who are employees of, or paid consultants to, the Company do not receive additional compensation for serving as directors of the Company. The following table sets forth current rates of cash compensation for the Companys non-employee directors. |
Non-Executive Chairman of the Board |
$ | 156,000 | ||
Annual retainer |
$ | 40,000 | ||
Board meeting attendance fee |
$ | 1,500 | ||
Audit Committee Chair annual retainer |
$ | 15,000 | ||
Audit Committee meeting fee for all Audit Committee
meetings held on a date other than a Board meeting date |
$ | 2,500 | ||
Incentive Stock and Compensation Committee Chair and
Annual retainer |
$ | 10,000 | ||
Corporate Governance and Nominating Committee Chair
and Ethics and Quality Assurance Committee Chair
annual retainer |
$ | 7,500 | ||
Committee meeting fee for all committee meetings other
than Audit Committee held on a date other than a Board
meeting date |
$ | 1,000 |
The Board compensation program provides that each new Director (as defined by the 2009
Equity Incentive Plan) upon election to the Board receive 5,000 restricted shares of the
Companys common stock. Under the terms of the restricted shares, each new Director shall
have the right, among other rights, to receive cash dividends on all of the shares and to
vote such shares until the Directors right to such shares is forfeited of becomes
nonforfeitable. These shares become nonforfeitable in equal annual installments over four
years beginning on the first anniversary of the date the shares are issued.
In addition, the Board compensation program provides that each non-employee director
will receive 4,000 restricted shares of the Companys common stock on an annual basis. Each
non-employee director shall have the right, among other rights, to receive cash dividends on
all of these shares and to vote such shares until the non-employee directors right to such shares is forfeited or becomes nonforfeitable. These shares become nonforfeitable in equal
annual installments over three years beginning on the first anniversary of the date the shares are issued.
II. | EXECUTIVE OFFICER COMPENSATION. The following table sets forth the current annual base salaries provided to the Companys Chief Executive Officer and most highly compensated executive officers. |
Executive Officer | Current Salary | |||
Richard Hallworth |
$ | 571,000 | ||
Michael W. Taylor |
420,000 | |||
Dr. Carl J. Keldie |
361,000 | |||
Jonathan B. Walker |
270,000 | |||
J. Scott King |
235,000 |
In addition to their base salaries, the Companys Chief Executive Officer and most highly
compensated executive officers are also eligible to:
| receive cash bonuses under the Companys Annual Incentive Compensation Plan; |
| participate in the Companys long-term incentive program, which currently involves the award of stock options or restricted stock pursuant to the Companys 2009 Equity Incentive Plan; and |
| participate in the Companys broad-based benefit programs generally available to its salaried employees, including health, disability and life insurance programs, 401(k) Plan and Employee Stock Purchase Plan. |