EXHIBIT 10.20
Wilson Greatbatch Technologies, Inc.
Directors' Compensation Policy
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Each member of the Board of Directors who is not a full-time employee of Wilson
Greatbatch Technologies, Inc. ("Outside Directors") shall receive compensation
made up of cash and/or common stock as follows:
Annual Retainers
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The annual retainer payable to each Outside Director for service on the
Wilson Greatbatch Technologies, Inc. ("WGT") Company's Board shall be paid in
full shares of WGT stock closest to the value of $10,000 (the "Annual Retainer")
except for the Lead Independent Director whose annual retainer shall be paid in
full shares of WGT stock closest to the value of $20,000. The Annual Retainer
will be paid in the month of January based upon completion of the prior year of
service and based upon the price of WGT stock recorded as of the close of
business on the last trading day of the calendar year. Partial year appointments
will receive a pro-rata annual retainer based upon the number of months of
service in the appointment year.
All shares of Common Stock received shall be issued from Wilson
Greatbatch Technologies, Inc. treasury stock, which is subject to Rule 144
requirements. Therefore, all such stock must be held by the Outside Director for
a minimum of one year after receipt thereof.
Board and Committee Meeting Fees
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The fee payable to Outside Directors for each Board meeting attended in
person shall be $3,000 and $1,000 if attended telephonically. For full Board of
Directors meetings, the Lead Independent Director will be eligible for an
additional $4,000 meeting fee if attended in person and $2,000 if attended
telephonically. The fee payable to Outside Directors (including the Lead
Independent Director) for each assigned Committee meeting attended in person
shall be $2,000 and $1,000 if attended telephonically. In the case of a
Committee Chairperson, the fee payable to Outside Directors (including the Lead
Independent Director) shall be $4,000 if attended in person and $2,000 if
attended telephonically. Voluntary attendance by any non-assigned outside
Director (including the Lead Independent Director) at Committee meetings, while
encouraged, is not subject to compensation.
Effective: 01 August 2000
Revised: 21 November 2002
Revised: 06 January 2004
Revised: 03 March 2004
Revised: 10 January 2005
Revised: 21 January 2005
Revised: 11 February 2005
1
Non-Employee Director Stock Incentive Plan
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On the date each Outside Director first becomes a member of the Board
during the term of the Plan, each Outside Director shall be granted,
automatically, a non-qualified stock option to purchase five thousand (5,000)
shares of common stock, subject to the terms set forth in the Plan.
Each Outside Director will be eligible for an annual grant of stock
options in addition to the grant awarded on the date when each Outside Director
first becomes a member of the Board. The annual grant of stock options shall be
awarded effective at the first full Board meeting in each new fiscal year. The
size of the award shall be determined by company performance with 2,500
nonqualified stock options granted for years when overall company on target
performance is achieved. At achievement of minimum threshold, the award will be
set at 50% of the on target award. In years when the target award level is
exceeded, award levels will match the formula in use to determine the short-term
incentive plan awards (STIP) to members of the executive payroll.
Travel Expense Reimbursement
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All Directors will be reimbursed for reasonable travel expenses
incurred at the Director's discretion in connection with attendance at meetings
of the Company's Board of Directors and its committees.
Director's Liability
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A director of the Company shall not be personally liable either to the
Company or to any stockholder for monetary damages for breach of fiduciary duty
as a director, except to the extent set forth in the Company's Amended and
Restated Certificate of Incorporation, as amended from time to time, or as
required by applicable law.
The Company shall indemnify Directors as and to the extent set forth in
the Company's Amended and Restated Certificate of Incorporation, as amended from
time to time, or as required by applicable law. The company currently has and
does maintain Directors and Officers liability insurance coverage with a
$20,000,000 policy limit.
Insurance Coverages
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1. General liability protection against third-party lawsuits against
Directors, Officers and employees and automobile liability insurance
protection against liability lawsuits arising from the operation and
use of WGT owned vehicles and your own vehicle on authorized WGT
business. Please note that in the event you use your own vehicle this
insurance applies to excess of the vehicle's insurance.
Effective: 01 August 2000
Revised: 21 November 2002
Revised: 06 January 2004
Revised: 03 March 2004
Revised: 10 January 2005
Revised: 21 January 2005
Revised: 11 February 2005
2
The Directors are afforded coverage under the general liability and
automobile liability insurance of the Company. The current policy for
General Liability limitation is $1,000,000 per occurrence with an
additional $74,000,000 of excess coverage and $1,000,000 combined
single limit (CSL) for any applicable individual coverage for their
personal automobile. The excess coverage applies above the $1,000,000
CSL.
2. Fiduciary liability insurance with a $3,000,000 limit.
3. Employment practices liability with a $5,000,000 limit.
4. Crime insurance with a $1,000,000 limit.
5. Kidnap, ransom and extortion protection (coverage does not apply to
former spouses) to a $1,000,000 limit.
Effective: 01 August 2000
Revised: 21 November 2002
Revised: 06 January 2004
Revised: 03 March 2004
Revised: 10 January 2005
Revised: 21 January 2005
Revised: 11 February 2005