Exhibit 10.12

 

OUTSIDE DIRECTOR FEE SCHEDULE  

 

Annual Board Retainer

-

$80,000

 

Non-Executive Chairperson of Board of Directors Fee

 

-

 

$  75,000

 

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.  

 

Under the Company's Deferred Compensation Plan for Directors, an Outside Director may elect to have all or part of director fees credited to a deferred compensation account in the form of units equivalent to shares of the Company's common stock.  

 

Also, independent directors are provided health insurance coverage on the same terms and conditions as home office employees of the Company.   Directors who elect not to participate in the Company’s health insurance plan are paid the estimated cash equivalent for such coverage.