EXHIBIT
10.1


 


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. The Chairman of
the Board receives an additional $100,000 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.