Exhibit
10.3


 


Director Compensation Summary 


 


Non-management directors
receive an annual retainer of $150,000 per year, $60,000 of which will be paid in cash and $90,000 of which is paid in stock units or
restricted stock (as described below), though a director may elect to receive up to 100
percent his annual retainer in stock units or restricted stock. Non-management directors
also received a one-time cash award of $25,000
upon their election, concurrent with the closing of the Company’s initial
public offering. The Chairman of the Board receives an additional $25,000 annual retainer, the Chairman
of the Audit Committee receives an additional $20,000 annual retainer and the
Chairman of each of the
Compensation Committee, the Nominating and Governance Committee, the Finance
Committee and the Risk Oversight
Committee receives an additional $10,000 annual retainer. Members of the Audit
Committee receive an additional $10,000 annual retainer and members of each of
the Compensation Committee, the Nominating
and Governance Committee, the Finance Committee and the Risk Oversight Committee receive an
additional $5,000 annual retainer. The Company will generally not pay a fee for
attendance at board or committee meetings, though the Chief Executive Officer
has the discretion to pay
attendance fees of $2,000 for extraordinary or special meetings. 


 


An initial (one-time)
grant of restricted shares with
a value of $100,000 was awarded to each non-management director upon his
initial election upon closing of the IPO. These restricted shares will vest on
the day immediately prior to the third annual shareholders meeting at which
directors are elected following the grant of the shares.


 


Retainer equity awards were granted upon completion of the IPO and
will be granted annually
thereafter (usually on the date of the Company’s
annual shareholders’ meeting) in the form of stock units until the share ownership guidelines set
forth in the next paragraph have
been met. The first 10,000
stock units awarded to each director will become non-forfeitable on the day
immediately prior to the first annual shareholders meeting at which directors
are elected following the grant of the units. The issuance of Common Shares for
these units will be mandatorily deferred until six months after termination of the director’s service on the Board
of Directors. After the share ownership guidelines discussed below are met,
directors may elect to receive their annual retainer equity award in the form
of either restricted shares that vest on the day immediately prior to the first
annual shareholders meeting at which
directors are elected following the grant of the shares, or stock units that
become non-forfeitable on the day immediately prior to the first annual
shareholders meeting at which directors are elected following the grant of the
units, with the issuance of Common Shares deferred to a later date chosen by
the director. Stock units cannot be sold or transferred until the Common Shares
are issued. Dividend equivalents will be credited to stock units and reinvested
as additional stock units. 


 


The Board of Directors
has recommended that each director own at least 10,000 Common Shares within
three years after joining the board. Common Shares represented by stock units
will count toward that guideline, though restricted shares awarded upon a
director’s initial election will not.