Exhibit 10.1  


SIRVA, Inc. Directors Compensation Policy

Established Under the SIRVA, Inc. Omnibus Stock Incentive Plan  


Amended and Restated as of January 1, 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 Vice Chairperson and Lead Independent Director, Two Hundred and Fifty Thousand Dollars ($250,000) per year, payable as set forth below quarterly
in arrears,



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



	c.
	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



	d.
	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 and Existing Committee (and any New Committee) meeting for participation in person and (b) Seven Hundred Fifty Dollars ($750) per
Board 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)(c) 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)(c) 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 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 



2







 


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 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. 



3