Exhibit 10.2
The Hanover Insurance Group, Inc.
2009-2010 Compensation of Non-Employee Directors
— For the annual service period beginning on May 12, 2009, the date of the 2009 Annual Meeting of Shareholders—
Standard Fees | Description | |
Annual Director Retainer | ||
- Stock Component | -$60,000 valuation - Granted on May 12, 2009. Issued pursuant to Company’s 2006 Long-Term Incentive Plan (the “2006 Plan”) | |
- Cash Component | -$30,000 - Payable on or after May 12, 2009 | |
Board Meeting Fee | -$2,200per meeting attended in person -$1,100 per meeting attended telephonically | |
Committee Meeting Fee | -$1,500per Committee meeting attended in person -$750 per Committee meeting attended telephonically - Meetings of the independent directors designated as meetings of the Committee of Independent Directors (the “CID”) are to be compensated as a meeting of the Board, provided, however, meetings of the CID that are held in conjunction with Board meetings are not to be separately compensated. | |
Committee Chairperson Annual Retainer | -$7,500for the chairperson of the Nominating and Corporate Governance Committee, payable on or after May 12, 2009 -$10,000 for the chairperson of the Compensation Committee, payable on or after May 12, 2009 -$15,000for the chairperson of the Audit Committee, payable on or after May 12, 2009 | |
Chairman of the Board Retainer | -$75,000 - Payable on or after May 12, 2009 |
Other | ||
Deferred Compensation Plan | - Directors may defer receipt of their cash and stock compensation. Deferred cash amounts are accrued in a memorandum account that is credited with interest derived from the so-called General Agreement on Tariffs and Trade (GATT) Rate (4.00% in 2009). At the election of each director, cash deferrals of meeting fees and retainers may be converted to Common Stock of the Company with such stock issued pursuant to the 2006 Plan | |
Conversion Program | - At the election of each director, cash meeting fees and retainers may be converted into Common Stock of the Company with such stock issued pursuant to the 2006 Plan | |
Reimbursable Expenses | - Travel and related expenses incurred in connection with service on the Board of Directors and its Committees | |
Matching Charitable Contributions | - Company will provide matching contributions to qualified charitable organizations up to $5,000 per director per year |