Exhibit 10.1


 


SIRVA, Inc.
Directors Compensation Policy 

Established Under the SIRVA, Inc. Omnibus Stock Incentive Plan


 


Amended
and Restated as of October 1, 2007


 


	
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  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 Forty Thousand Dollars ($40,000)
  per year, payable quarterly in arrears in cash; 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, Twenty-Five Thousand Dollars ($25,000) per year, payable
  as set forth below annually in arrears,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  d.

  	
   

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  e.

  	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  f.

  	
   

  	
  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 as soon as
  reasonably practicable after the close of the applicable period.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
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  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.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
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  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 in such a manner as may be necessary or appropriate to avoid having
  this Policy become subject to the penalty provisions of section 409A of the
  Code.

  



 


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