Exhibit 10.2


 


SIRVA, Inc. Directors
Compensation Policy 

Established Under the SIRVA, Inc. Omnibus Stock Incentive Plan


 


Amended and Restated as of March 22,
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 or the
Finance 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, Audit Committee, Finance Committee and
Existing Committee (and any New Committee) meeting for participation in person
and (b) Seven Hundred Fifty Dollars ($750) per Board, Audit
Committee, Finance Committee 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


 


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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 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


 


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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 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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