Exhibit 10.1


 


SUMMARY SHEET FOR DIRECTOR COMPENSATION


 


AND EXECUTIVE COMPENSATION


 


I.                                         DIRECTOR COMPENSATION.  The following table sets forth current rates
of cash compensation for non-employee directors.


 


	
  Annual
  Retainer

  	
   

  	
   

  	
   

  
	
  Non-employee
  directors

  	
   

  	
  $

  	
  25,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Board
  Meeting Attendance Fees

  	
   

  	
   

  	
   

  
	
  Non-employee
  directors

  	
   

  	
  $

  	
  2,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Committee
  Meeting Attendance Fees

  	
   

  	
  $

  	
  1,000

  	
   

  



 


In addition to cash
compensation, directors are eligible for awards under the TESSCO Technologies
Incorporated 1994 Amended and Restated Stock and Incentive Plan (the “1994 Plan”)  (filed October 12, 2004 as Exhibit 4.1
to the Company’s Registration Statement on Form S-8).  Awards available for issuance under the 1994
Plan include stock options, stock appreciation rights, restricted stock and
restricted stock units, and performance shares. 
See discussion below for a description of the Performance Stock Unit
Program, under which directors are eligible for awards.


 


II.                                     EXECUTIVE COMPENSATION.  The following table sets forth the current
base annual salaries of the Company’s executive officers and principal accounting
officer.  Salary adjustments are
typically determined annually at the beginning of the fiscal year.


 


	
  Executive Officer

  	
   

  	
  Current Salary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Robert B.
  Barnhill, Jr.

  	
   

  	
  $

  	
  450,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Gerald T.
  Garland

  	
   

  	
  $

  	
  230,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Richard A.
  Guipe

  	
   

  	
  $

  	
  200,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Douglas A.
  Rein

  	
   

  	
  $

  	
  225,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  David M.
  Young

  	
   

  	
  $

  	
  175,000

  	
   

  



 





















 


The Compensation Committee (the
“Committee”) of the Board of Directors of the Company has also established the
Rewards for Results Program, which includes the Value Share Plan and the
Performance Stock Award Program.


 


The Value Share Plan is
designed to reward participants with cash bonuses in an appropriate amount,
based on the Company’s and each executive’s unit and individual performance
during a given fiscal year, as measured against previously established
performance targets.  The performance
measures are aligned with the Company’s growth and diversification strategies
and include earnings per share, growth of commercial and government buying
customers, multiple productivity measurements and team member survey results
and leadership reviews.  The earnings per
share targets typically include the compensation expense of the Value Share
Plan.  Any cash awards determined to be
payable under the Value Share Plan are expected to be paid during May following
the end of the measurement fiscal year, in a single lump sum, subject to
payroll taxes and withholdings.  Our
President and Chief Executive Officer, other executive officers and all other
employees of the company are eligible for consideration for cash bonus awards
under the Value Share Plan.


 


In addition, executive
officers, as well as directors and other employees, are eligible for grants of
awards from time to time under the 1994 Plan. 
Included thereunder, and comprising a portion of the Rewards for Results
Program, is the Performance Stock Award Program, which is designed to align the
efforts of recipients toward driving earnings and shareholder value.  Performance Stock Units, sometimes referred
to as Performance Share Units or PSUs, may be granted under this program.  Each PSU entitles the recipient to earn
shares of common stock, but only if the earnings per share and, for other than
non-employee director participants, individual performance targets are met over
defined performance cycles.  Once earned,
shares are issued over a specified period of time determined at the time of
grant.  Earnings per share targets, which
take into account the earnings impact of this program, are set by the Board of
Directors for the performance cycle, at levels necessary to grow shareowner
value, and for PSUs based on multiple year performance cycles, typically
represent continual increases in earnings per share.  If actual performance does not met the minimal
annual or cumulative threshold targets, no shares are issued.


 


The Company is also party to an
employment agreement with Mr. Barnhill and severance letter agreements
with the Company’s Senior Vice Presidents. 
In addition, the Company typically purchases life insurance policies on
all executives, the beneficiaries of which are typically their families.  The executive officers receive a minimum
401(k) plan matching contribution and a discretionary matching contribution
based on Company and individual performance, and are eligible to participate in
the Company’s Team Member Stock Purchase Plan.


 


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