Exhibit 10.1
Director Compensation Summary
(to be effective as of the May 2020 Annual Meeting of the Board of Directors)
At every annual meeting of stockholders at which anon-employee director is elected orre-elected, each such elected orre-electednon-employee director shall receive, (i) an annual award of restricted stock units (RSUs) having a value of $150,000, and (ii) the annual cash retainer(s) set forth below for board membership, committee membership, and board/committee leadership to which suchnon-employee director is appointed:
| | | | |
| | | Annual
Membership
Cash Retainer | | Annual Cash Retainer
Supplement for
Committee Chairmanship |
Board of Directors | | $85,000 | | N/A |
Audit Committee | | $15,000 | | $20,000 |
Compensation Committee | | $10,000 | | $15,000 |
Governance and Nominating Committee | | $10,000 | | $15,000 |
Investment Committee | | $10,000 | | $15,000 |
Upon initial appointment to the Board of Directors other than at an annual meeting of stockholders, each such initially appointednon-employee director shall receive, for the period from the appointment through the end of the director service year during which the appointment is made, a pro rata portion of such RSU award and applicable cash retainers.
Upon the appointment of anynon-employee director as Chairman of the Board, thenon-employee director so appointed shall receive additional annual compensation in the amount of $180,000, of which 50% shall be payable in cash, and 50% shall be payable in RSUs; provided, however, that anynon-employee director so appointed other than immediately following the annual meeting of stockholders shall receive a pro rata portion thereof for the period from the appointment through the end of the director service year.
Unless the director’s board service is earlier terminated, restricted stock or RSUs awarded tonon-employee directors will vest on June 1st following conclusion of the director service year;provided,however, that subject to the terms of applicable award agreements, unvested restricted stock or RSUs held by (i) anynon-employee director who is not nominated for or elected to a new term, including for example, due to a reduction in the size of the Board, age precluding are-nomination, the identification of a new nominee, or the desire to retire at the end of a term, or (ii) anynon-employee director who resigns at Quanta’s convenience, including any resignation resulting from thenon-employee director’s failure to receive a majority of the votes cast in an election for directors as required by Quanta’s Bylaws, will vest in full on the earlier of (a) June 1st following conclusion of the director service year or (b) the date of suchnon-employee director’s termination of service. Subject to the terms of applicable award agreements, RSUs will be settled in shares of Quanta common stock, provided thatnon-employee directors may elect to settle up to 50% of any RSU award in cash if thenon-employee director is in compliance with applicable stock ownership guidelines as of the date of settlement of such RSUs and is expected to continue to be in compliance with applicable stock ownership guidelines immediately following such cash settlement of RSUs.
