L.B. Foster (FSTR) 10-Q 2013 Q2 Quarterly report

Exhibit 10.1

Non-Employee Director Compensation

Adopted by the Board of Directors: May 23, 2013

Element of Compensation	Amount
Base(annual amount in cash, paid in quarterly installments)	$	50,000
Chairperson adders (annual amounts in cash, paid in quarterly installments)
Chairman of the Board	$	60,000
Compensation Committee Chair	$	12,500
Audit Committee Chair	$	10,000
Nomination and Governance Committee Chair	$	6,000
Annual Equity Grant 1	$	75,000

1. The equity component is paid annually on the date of the Corporation’s Annual Meeting of Shareholders in fully-vested shares of the Corporation’s common stock valued based on the closing price on such date, rounded up or down to eliminate the issuance of fractional shares.