exv10w1



 






Exhibit 10.1




REYNOLDS AMERICAN INC.

OUTSIDE DIRECTORS’ COMPENSATION SUMMARY




1.      Fees/Expense Reimbursement




	 	 	 	 	 	 	 
	•	 	Fees:
	 	—
	 	Board Retainer fee of $57,000 per year.
	 

	 	 	 	—
	 	Lead Director Retainer fee of $20,000 per year.
	 

	 	 	 	—
	 	Chairperson Retainer fees of $20,000 per year for the audit
committee chair, $10,000 per year for the compensation
committee chair, and $10,000 per year for the corporate
governance and nominating committee chair.
	 

	 	 	 	—
	 	Committee Meeting Attendance fees per meeting of $1,500 for
audit committee, $1,350 for compensation committee, $1,250 for
corporate governance and nominating committee, and $1,250 for
any special committee meeting.
	 

	 	 	 	—
	 	Board Meeting Attendance fees of $1,250 per meeting.







	 	•	 	All fees payable quarterly in arrears, but may be deferred in 25%
increments in cash and/or in deferred stock units until termination of active
directorship or until a selected year in the future.
	 
	 	•	 	To be tax effective, an irrevocable deferral election must be made in
the year prior to the year fees would otherwise be payable.
	 
	 	•	 	Expenses: Directors are reimbursed for actual expenses incurred in
connection with attendance at Board meetings, including transportation and
lodging expenses.





2.      Deferred Stock Units





	 	•	 	Upon election to the Board, an Outside Director receives an initial
grant of 3,500 deferred stock units or, at the director’s election, 3,500
shares of RAI common stock.
	 
	 	•	 	Annual grant of 1,000 deferred stock units, immediately vested; granted
annually at the time of the Annual Meeting; Director can elect to receive
non-deferred award of 1,000 shares of RAI common stock in lieu of deferred
stock units.
	 
	 	•	 	Quarterly grant of deferred stock units on the last day of each
calendar quarter. Number of deferred stock units equal to $10,000 divided by
the average of the closing price of a share of RAI common stock (as reported on
the NYSE) for each business day during the last month of such calendar quarter.
	 
	 	•	 	Initial and annual deferred stock units paid in cash or RAI common
stock, and quarterly deferred units paid in cash only, following termination of
active directorship per Director’s election in either a lump sum or in up to
ten annual installments.





3.      Life Insurance





	 	•	 	Option to receive up to $100,000 non-contributory coverage while an
active Director. Imputed income will be calculated based on your end-of-year
age and coverage amount.





4.      Excess Liability Insurance





	 	•	 	Eligible to receive $10,000,000 in Excess Liability coverage. No cash
payment required; the fair market value will be imputed income to you each
year. Policy requires that you have at least $300,000 underlying liability
limit under your Homeowner’s or other personal liability policy. Obligated to
pay for claims up to $300,000 not covered by this policy.





5.      Business Travel Accident Insurance





	 	•	 	$500,000 non-contributory coverage while an active
Director.





6.      Matching Grants





	 	•	 	1:1 for Educational/Arts/Cultural/Charitable Organizations – combined $10,000
maximum.





7.      Director Education Programs





	 	•	 	Directors may attend one outside director education program per year at RAI’s
expense.
	 
	 	•	 	Directors are reimbursed for actual expenses incurred in connection with attendance
at director education programs, including transportation and lodging expenses.