Exhibit 10.24
DYCOM INDUSTRIES, INC. BOARD OF DIRECTORS
DESCRIPTION OF NON-EMPLOYEE DIRECTORS'
COMPENSATION
Effective as of November 20, 2012
Annual Retainer
| • | $42,500 per year. |
Lead Director Fees
| • | $15,000 per year. |
Committee Chairman Fees
| • | $15,000 per year for Audit Committee chair. |
| • | $10,000 per year for Compensation Committee chair. |
| • | $7,500 per year for the chair of the Corporate Governance Committee and the Finance Committee. |
Committee Member Fees
| • | $1,250 for each regular committee meeting attended in person. |
| • | $750 for each telephonic committee meeting attended. |
Meeting Fees
| • | $2,250 for each regular or special Board of Directors meeting attended in person. |
| • | $1,000 for each telephonic Board of Directors meeting attended. |
Expenses
| • | Reimbursement for reasonable expenses incurred in connection with meetings. |
Equity Awards
| • | Pursuant to the 2007 Non-Employee Directors Equity Plan, an annual equity award will be granted to each continuing non-employee director as of the date of Dycom's annual general meeting of shareholders. The value, form and terms of the award are recommended by the Compensation Committee. |
| • | Pursuant to the 2007 Non-Employee Directors Equity Plan, an equity award will be granted upon a new non-employee director's initial election or appointment to the Board of Directors. The value, form and terms of the award are recommended by the Compensation Committee. |