First Security Group, Inc. Non-Employee Director Compensation Policy




 Exhibit 10.14 
 

 
 Non-Employee Director Compensation Policy 
 It is the Policy of First Security Group, Inc. and its Subsidiary(ies) (“Company”) to pay its Non-employee Directors for their service to the Company. Inside Directors of the Company are not compensated for
participating on any of the Company’s boards because their current compensation level covers all expected duties including those related to the Board of Directors. In order to be eligible for Director Compensation, each Director is required to
complete a W-9 and will receive a 1099 for said compensation at each year-end. 
 This policy, and the award levels contained herein, will be reviewed no
less frequently than every other year to ensure competitiveness with typical market practices for similar organizations. 
 Non-employee Directors of the
Holding Company 
 Annual Retainers 
 Annually, on or
about the annual meeting date, each Non-employee Director shall be paid a $19,500 retainer fee for the next year’s service up to the next annual meeting. Said fee shall be pro rated for new Directors based on time until the next annual meeting.

 The Holding Company Board shall maintain the following committees: 
  

	 	•	 	 Audit/Corporate Governance Committee 


  

	 	•	 	 Compensation Committee 


  

	 	•	 	 Executive Committee 


  

	 	•	 	 Nominating Committee 


  

	 	•	 	 Asset/Liability Committee 


  

	 	•	 	 Loan Committee 


  

	 	•	 	 Property Committee 


  

	 	•	 	 Trust Committee 


 The Audit/Corporate Governance,
Compensation, Executive and Nominating Committees will meet as needed and the Chairperson of each shall receive an additional annual retainer of $5,000, unless the Chairperson is an inside director. 
 The Asset/Liability, Loan, Property, and Trust Committees will meet as needed and the Chairperson of each shall receive an additional annual retainer of $3,000, unless
the Chairperson is an inside director. 
 Retainer fees for Board service and Chairpersonships shall be paid simultaneously. 
 Meeting Fees 
 Each Non-employee Holding Company Director shall be
paid a $1,000 fee for attending each Board meeting and a $500 fee for attending each Committee meeting. 
 Expense Reimbursement 
 Each Non-employee Holding Company Director shall be reimbursed for expenses incurred in the course of fulfilling their duties to the Company (i.e. mileage, cell phone,
parking, etc.) Requests for expense reimbursement should be well documented and submitted to the Secretary of the Board, who (after attaining proper approval) will deliver the request to the Accounting Department for payment. 
 Board Approved April 23, 2008 








 

 
 Non-Employee Director Compensation Policy 
 Equity Compensation 
 Non-employee Directors will receive an annual grant of 5,000 stock options. Non-employee
Directors who commence service on the Holding Company Board at any time other than immediately following the annual shareholder meeting will receive a Prorated Stock option grant based upon the number of months actually served. 
 All stock options granted to Non-employee Directors are subject to the terms of the company’s 2002 Long-Term Incentive Plan, and will be granted within 30 days of
the commencement or renewal (if reelected) of service as a Director. 
 Non-employee Directors of Affiliate Banks 
 Retainers 
 Annually, on or about the annual meeting date, the Chairman
of the Board shall be paid a $12,000 retainer fee for next year’s service up to the next annual meeting. For all other Non-employee Directors, no annual retainers are routinely provided. 
 Meeting Fees 
 Each Non-employee Affiliate Bank Director shall be paid
$300 per Board meeting attended. The Board shall meet once per month. If the number of Non-employee Directors exceeds eight, then the monthly meeting fee shall be equal to $2,400 divided by the number of Non-employee Affiliate Bank Directors (i.e.
if there are ten Non-employee Directors, then the monthly fee to each would be $240). 
 The Chairperson of each Non-employee Affiliate Bank Board shall be
paid a $500 fee per meeting, unless the Chairperson is an inside director. 
 Each Non-employee Director shall be paid $100 per Board Committee meeting
attended. Each Bank shall have the following Board Committees: 
  

	 	•	 	 Directors Loan Committee, 


  

	 	•	 	 Asset/Liability-Investment Committee, and an 


  

	 	•	 	 Ex-Officio Member on FSG’s Audit Committee. 


 The Committees shall meet on the following schedule: DLC-monthly, ALCO-quarterly, and Audit-quarterly. The $100 Committee attendance fee shall be paid per director for up to four Non-employee Directors per Committee. If the number of
Non-employee Directors per Committee exceeds four, then the Committee meeting fee shall be equal to $400 divided by the number of Non-employee Directors (i.e. if there are five Non-employee Directors, then the monthly fee to each would be $80). The
Chairman of the Board of the Bank delegates committee assignments. 
 Expense Reimbursement 
 Each Affiliate Bank Non-employee Director shall be reimbursed for expenses incurred in the course of fulfilling their duties to the Company (i.e. mileage, cell phone,
parking, etc.) Requests for expense reimbursement should be well documented and submitted to the Secretary of the Board, who will deliver the request to the Accounting Department for payment. 
 Equity Compensation 
 No equity compensation awards are routinely
provided to Non-employee Directors of Affiliate Banks. 
 Board Approved April 23, 2008 








 

 
 Non-Employee Director Compensation Policy 
 Non-employee Directors of Advisory Board 
 Retainers 
 No annual retainers are routinely provided to the Chairman of the Board or any Non-employee Directors of Advisory Boards. 
 Meeting Fees 
 Each Non-employee Advisory Board Director shall be paid
$300 per Board meeting. The Board shall meet once per quarter. Said fee shall be paid per director for up to eight Non-employee Directors. If the number of Non-employee Directors exceeds eight, then the monthly meeting fee shall be equal to $2,400
divided by the number of Non-employee Directors (i.e. if there are ten Non-employee Directors, then the monthly fee to each would be $240). 
 Non-employee
Advisory Board Director fees are paid based on attendance at the related meetings. Service fees paid to Non-employee Holding Company Directors and Non-employee Affiliate Bank Directors are inclusive of Advisory Board services; as such, no additional
fees shall be paid to Non-employee Holding Company Directors or Non-employee Affiliate Bank Directors for their attendance at Non-employee Advisory Board meetings. 
 Expense Reimbursement 
 Each Advisory Board Non-employee Director shall be reimbursed for expenses incurred in the course of fulfilling their
duties to the Company (i.e. mileage, cell phone, parking, etc.) Requests for expense reimbursement should be well documented and submitted to the Secretary of the Board, who will deliver the request to the Accounting Department for payment.

 Equity Compensation 
 No equity compensation awards are
routinely provided to Non-employee Directors of Advisory Boards. 
 Board and Committee Meeting Attendance Policy 
 (for all Board and Committee Meetings) 
 The following Meeting
Attendance Policy applies to all Non-employee Directors of the Holding Company Board, all Affiliate Bank Boards, and all Advisory Boards. Non-employee Directors who attend Board meetings or Committee meetings are only eligible for the fees described
above for meetings that are attended in person. Directors who participate in a Board or Committee meeting via teleconference will receive 50% of the standard meeting fee. 
 Directors who participate in a Board meeting and Committee meeting on the same day will be eligible to receive fees for each of the meetings attended. 
 Exceptions to this policy must have prior approval by the Board of Directors of the Holding Company. 
 Board Approved
April 23, 2008