EX-10.17



 





Exhibit 10.17




America Service Group Inc. (the “Company”)




Summary of 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 Company’s
non-employee directors.





	 	 	 	 	 
	Annual retainer
	 	$	30,000	 
	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	 
	Corporate Governance and Nominating Committee Chair,
Incentive Stock and Compensation Committee Chair and
Ethics and Quality Assurance Committee Chair annual
retainer
	 	$	5,000	 
	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
Amended and Restated 1999 Incentive Stock Plan) upon election to the Board receive 10,000
restricted shares of the Company’s 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 unless the Director’s
right to such shares is forfeited. 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 1,500 restricted shares of the Company’s 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
director’s 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 Company’s Chief Executive Officer and most highly
compensated executive officers.





	 	 	 	 	 
	Executive Officer	 	Current Salary	 
	Michael Catalano
	 	$	550,000	 
	Richard Hallworth
	 	 	330,000	 
	Michael W. Taylor
	 	 	300,000	 
	Lawrence H. Pomeroy
	 	 	250,000	 






 









 






     In addition to their base salaries, the Company’s Chief Executive Officer and most highly
compensated executive officers are also eligible to:




	•	 	receive cash bonuses under the Company’s Annual Incentive Compensation Plan, which has
been filed at Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December
11, 2006.






	•	 	participate in the Company’s long-term incentive program, which currently involves the
award of stock options pursuant to the Company’s Amended and Restated 1999 Incentive Stock
Plan;






	•	 	participate in the Company’s 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.