Exhibit 10.1


 


SIRVA, Inc. Directors
Compensation Policy 

Established Under the SIRVA, Inc. Omnibus Stock Incentive Plan


 


Amended and Restated as of January 13,
2006


 


•                                          Compensation
Generally.  For each full calendar
year of participation on the Board of Directors (the “Board”) of SIRVA, Inc.
(the “Company”),
an Eligible Director will receive


 


(i)                                     “Base Compensation” of
One Hundred Thousand Dollars ($100,000) per year, payable quarterly in arrears
forty percent (40%) in cash and sixty percent (60%) in shares of Deferred Stock
(as such term is defined the SIRVA, Inc. Omnibus Stock Incentive Plan (the
“Plan”));
and


 


(ii)                                  “Additional Compensation”
of


 


a.               if
such Eligible Director is also the chairperson of the Board, Four Hundred
Thousand Dollars ($400,000) per year, payable as set forth below quarterly in
arrears,


 


b.              if
such Eligible Director is also the Vice Chairperson of the Board, Two Hundred
and Fifty Thousand Dollars ($250,000) per year, payable as set forth below
quarterly in arrears,


 


c.               if
such Eligible Director is also the chairperson of the Audit Committee, Fifteen
Thousand Dollars ($15,000) per year, payable as set forth below annually in
arrears,


 


d.              if
such Eligible Director is also the chairperson of the Compensation Committee,
the Nominating and Governance Committee (such committees, the “Existing Committees”)
or any other committee established by the Board 
if the Nominating and Governance Committee recommends and the Board
approves such fee (and meeting fees, as described below) (each, a “New Committee”) Ten
Thousand Dollars ($10,000) per year, payable as set forth below annually in
arrears, and


 


e.               At
meetings for which minutes are prepared and submitted to the Secretary of the
Company for inclusion in its minute book, (a) One Thousand Five
Hundred Dollars ($1,500) per Board and Existing Committee (and any New
Committee) meeting for participation in person and (b) Seven
Hundred Fifty Dollars ($750) per Board and Existing Committee (and any New
Committee) meeting for participation by telephone or other similar means, in
each case, payable as set forth below quarterly in arrears following such
submission.


 


Any Additional Compensation that an Eligible Director receives under
this Policy shall be paid in cash; provided, that any such Additional
Compensation that is payable for service as a committee chairperson under
clause (ii)(d) above shall be paid in cash unless the Eligible Director
elects to receive all or a portion of such fees in Deferred Stock.  Any


 





















 


cash payable to an Eligible Director hereunder shall be paid as soon as
reasonably practicable after the close of the applicable period.  All shares of Deferred Stock shall be subject
to the terms and conditions of this Policy and the Plan (including, without
limitation, Article IX thereof) and, in the event of a conflict between
any term of this Policy and the terms of the Plan, the terms of this Policy
shall control.  For purposes of this
Policy, “Compensation”
shall mean Base Compensation plus any Additional Compensation paid hereunder.


 


•                                          Definition
of Eligible Director.  For purposes
of this Policy, an “Eligible
Director” shall mean a director of the Company (i) who
is neither an officer nor an employee of the Company, (ii) if a
consulting agreement with Clayton Dubilier & Rice, Inc. (“CD&R”) or one of
its affiliates is then in effect, who is not an employee of CD&R, and (iii) in
each case, who is not serving as a director of the Company at the request of
his or her employer.


 


•                                          Partial
Year Service.  In the event that an
Eligible Director’s service to the Board or any committee commences or
terminates after the beginning of a calendar year, such Eligible Director will
only be entitled to receive a pro rata portion of his or her annual
compensation under this Policy, based on the number of days served during the
applicable calendar year.


 


•                                          Deferral
Elections.  An Eligible Director may
elect to defer receipt of (i) a percentage in excess of sixty
percent (60%) up to a maximum of 100% of any Base Compensation payable in
respect of such Eligible Director’s future services and (ii) a
percentage in excess of 1% up to a maximum of 100% of any Additional
Compensation for service as a committee chairperson under clause (ii)(d) above
payable in respect of such Eligible Director’s future services (each, a “Deferral Election”)
and, in lieu thereof, receive additional shares of Deferred Stock that shall be
subject to the terms and conditions of this Policy and the Plan.


 


•                                          Timing of
Deferral Elections.  A Deferral
Election may be made (i) on or before December 31 of any
calendar year in respect of the calendar year following the year in which such
election is made, and (ii) for any Eligible Director who becomes a
director after the beginning of a calendar year, within 30 days following an
Eligible Director’s election as a director with respect to Compensation to be
earned in any calendar quarter within the calendar year in which such Eligible
Director becomes a director and subsequent to the calendar quarter in which
such Eligible Director becomes a director.


 


•                                          Form and
Duration of Deferral Election.  A
Deferral Election shall be made by written notice delivered to the
Company.  Such Deferral Election shall
continue in effect unless and until the Eligible Director revokes or modifies
such Deferral Election by written notice delivered to the Company.  Any such revocation or modification of a
Deferral Election shall become effective as of the end of the calendar year in
which such notice is given and only with respect to any compensation to be
payable to such Eligible Director in respect of such Director’s services in
subsequent calendar years; provided that no Deferral Election and no revocation
or modification of a Deferral Election shall be


 


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effective
if it is delivered within six months of any prior Deferral Election or
revocation or modification of a Deferral Election.  Shares of Deferred Stock credited to the
Eligible Director’s Stock Account (as defined below) prior to the effective
date of any such revocation or modification of a Deferral Election shall not be
affected by such revocation or modification and shall be distributed only in
accordance with the otherwise applicable terms of this Policy or the Plan.  An Eligible Director who has revoked a Deferral
Election may deliver to the Company a new Deferral Election to defer
Compensation no sooner than in the calendar year following the year in which
such new Deferral Election is delivered. 
The Company reserves the right to change the ability of Eligible Directors
to revoke or modify their Deferral Elections.


 


•                                          Stock
Accounts.  Any shares of Deferred
Stock received by an Eligible Director under the terms of this Policy
(including any Compensation deferred pursuant to a Deferral Election) shall be
credited, in whole or in part, to a memorandum account (the “Stock Account”)
established to record the number of shares of Common Stock (as defined in the
Plan) payable to an Eligible Director under this Policy.  The number of shares of Deferred Stock
credited to an Eligible Director’s Stock Account as of the close of each
calendar quarter or year, as the case may be, shall, as determined by the Board
or the Nominating and Governance Committee, be equal to the quotient of (x)
the amount of Compensation so deferred as of the end of such quarter or year
divided by (y) the Fair Market Value (as such term is defined in
the Plan) of one share of Common Stock as of the end of such quarter or year or
as soon as reasonably practicable thereafter. 
When determining the number of shares of Deferred Stock to be credited
to an Eligible Director’s Stock Account, awards shall be rounded to the nearest
whole share, with amounts equal to or greater than 0.5 rounded up and amounts
less than 0.5 rounded down.  Each
Eligible Director shall receive from the Company on an annual basis (or more
frequently as may be determined by the Board or the Nominating and Governance
Committee), an accounting of such Eligible Director’s Stock Account.  An Eligible Director shall be fully vested in
his or her Deferred Stock and Stock Account at all times.


 


•                                          Dividends/Distributions;
Other Adjustments.  Whenever a
dividend other than a dividend payable in the Company’s capital stock is
declared with respect to the Common Stock, the number of shares of Deferred
Stock in the Eligible Director’s Stock Account shall be increased by the number
of shares of Deferred Stock, as determined on the related dividend record date,
equal to the quotient of (x) the product of (A) the
number of shares of Deferred Stock in the Eligible Director’s Stock Account and
(B) the amount of any cash dividend declared by the Company on a
share of Common Stock (or, in the case of any dividend distributable in
property other than the Company’s capital stock, the per share value of such dividend,
as determined by the Company for purposes of income tax reporting), divided by
(y) the Fair Market Value. 
In the case of any dividend declared on the Common Stock which is
payable in the Company’s capital stock, the Eligible Director’s Stock Account
shall be increased by the number of shares of Deferred Stock, as determined on
the related dividend payment date, equal to the product of (i) the
number of shares of Deferred Stock previously credited to the Eligible Director’s
Stock Account and (ii) the number of shares of the Company’s
capital stock (including any fraction thereof) distributable as a dividend on
one share of Common Stock.  In the event


 


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of any
change in the number or kind of outstanding shares by reason of any
recapitalization, reorganization, merger, consolidation, stock split or any
similar change affecting the shares, other than a stock dividend as provided
above, the Board or the Nominating and Governance Committee shall make an appropriate
adjustment in the number of shares of Deferred Stock credited to the Eligible
Director’s Stock Account.  Fractional
Units shall be credited, but shall be rounded to the nearest whole share, with
amounts equal to or greater than 0.5 rounded up and amounts less than 0.5
rounded down.


 


•                                          Distribution
from Stock Account Upon Termination of Service as a Director.  Distributions from an Eligible Director’s
Stock Account shall occur on the six-month anniversary of the date on which the
Eligible Director ceases to be a director of the Company.  Distributions from such Stock Account shall
be made in one lump-sum payment in the form of the greatest number of whole
shares of Common Stock having a Fair Market Value at such time equal to or less
than the aggregate value of the Deferred Stock to be distributed at such time
(with any fractional interest payable in cash). 
Unless and until the Company issues a certificate or certificates to an
Eligible Director representing shares of Common Stock in respect of his or her
Deferred Stock, the Deferred Stock (or the Stock Account) may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, and
only then in accordance with applicable law. 
Any attempt by a Participant, directly or indirectly, to offer,
transfer, sell, pledge, hypothecate or otherwise dispose of any Deferred Stock
(or his or her Stock Account) or any interest therein or any rights relating
thereto without complying with the provisions of the Policy or the Plan shall
be void and of no effect.


 


•                                          Termination
for Cause.  Notwithstanding the
foregoing, in the event that an Eligible Director’s service as a director of
the Company is terminated for Cause (as such term is defined in the Plan), all
Deferred Stock credited to such Eligible Director shall terminate and be
canceled immediately upon such termination of service.


 


•                                          Certain
Amendments.  Notwithstanding anything
to the contrary contained in the Plan or this Policy, the Board may amend (such
amendment to have the minimum economic effect necessary, as determined by the
Board in its sole discretion) this Policy and the terms of any outstanding
Deferral Election, Deferred Stock or Stock Account in such a manner as may be
necessary or appropriate to avoid having this Policy, or such Deferred Stock or
Stock Account become subject to the penalty provisions of section 409A of
the Code.


 


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