Exhibit 10.12

 

OUTSIDE DIRECTOR FEE SCHEDULE

 

Annual Board Retainer

-

$80,000

 

Non-Executive Chairperson of Board of Directors Fee

 

-

 

$75,000/$85,000*

 

Specially called meeting fee

 

-

 

$ 1,000

 

Audit and Risk Management Committee

 

 

 

     Chair Annual Retainer

 

-

 

$ 20,000

 

     Member Annual Retainer

 

-

 

$ 10,000

 

Compensation and Human Capital Committee

 

 

 

 

     Chair Annual Retainer

 

-

 

$ 15,000

 

     Member Annual Retainer

 

-

 

$ 7,500

 

Nominating, Governance and Corporate Responsibility Committee

 

 

 

     Chair Annual Retainer

 

-

 

$ 15,000

 

     Member Annual Retainer

 

-

 

$ 7,500

 

In addition to the fees set forth above, each independent director is granted restricted stock under the 2020 Outside Directors' Stock Award Plan (the "2020 Directors' Plan"). The 2020 Directors' Plan provides each independent director with a grant annually of a number of shares of restricted stock as determined by the Board in its discretion. For the 2021-2022 directors' year, the Board determined that the value of such restricted stock award would be $100,000 to each Outside Director, with the number of shares of restricted stock to be issued being determined based upon dividing such value by the fair market value of a share of Common Stock on the date of grant. The Board has determined that following her/his election at the 2022 Annual Meeting, the value of such restricted stock award for the 2022-2023 directors' year will be $110,000 to each Outside Director, with the number of shares of restricted stock to be issued being determined based upon dividing such value by the fair market value of a share of Common Stock on the date of grant.