Attached files
file | filename |
---|---|
10-K - FORM 10-K - AMSURG CORP | g22200e10vk.htm |
EX-21.1 - EX-21.1 - AMSURG CORP | g22200exv21w1.htm |
EX-32.1 - EX-32.1 - AMSURG CORP | g22200exv32w1.htm |
EX-31.1 - EX-31.1 - AMSURG CORP | g22200exv31w1.htm |
EX-23.1 - EX-23.1 - AMSURG CORP | g22200exv23w1.htm |
EX-10.17 - EX-10.17 - AMSURG CORP | g22200exv10w17.htm |
EX-31.2 - EX-31.2 - AMSURG CORP | g22200exv31w2.htm |
Exhibit 10.28
Non-Employee Director Compensation
The Chairman of the Board of Directors receives an annual retainer of $100,000 for his
services as Chairman and his attendance at meetings of the Board of Directors and committees of the
Board. Each other non-employee director (the non-employee directors) receives an annual retainer
of $15,000 for his or her services as a director. The chair of each Board committee (other than
the Chairman of the Board) receives an additional annual retainer of $10,000. Each non-employee
director receives $4,500 for each Board meeting that he or she attends in person and $1,500 for
each Board meeting that he or she attends via telephone. Each non-employee director also receives
$1,000 for each meeting of the Compensation Committee or the Nominating and Corporate Governance
Committee that he or she attends and $2,500 for each meeting of the Audit Committee that he or she
attends, whether in person or via telephone, except that the Chair of the Audit Committee receives
$3,000 for each Audit Committee meeting that he attends, the Chair of the Compensation Committee
receives $2,000 for each Compensation Committee meeting that he attends and the Chair of the
Nominating and Corporate Governance Committee receives $2,000 for each Nominating and Corporate
Governance Committee meeting that he attends.
From time to time, the Board of Directors of the Company may form ad hoc committees. Each
non-employee director who serves on an ad hoc committee receives $1,000 for each meeting of the ad
hoc committee that he or she attends, whether in person or via telephone, except that the Chair of
any ad hoc committee receives $2,000 for each such meeting that he or she attends. In addition, the
Company pays each non-employee director $2,500 for each director education session conducted by the
Company that the director attends in person and $1,000 for each director education session attended
via telephone. Non-employee directors are compensated for attending meetings of the Board of
Directors and committees of the Board only if the duration of those meetings exceeds one hour.
The minimum aggregate annual compensation payable to a non-employee director, including the
value of any equity awards, shall be $85,000 provided that such non-employee director (i) attends
all Board of Directors meetings and director education sessions in person (other than special
meetings of the Board conducted through electronic means) and (ii) attends all meetings (whether in
person or via electronic means) of Board Committees of which he or she is a member or which he or
she is requested to attend by the Board of Directors. If a director whose aggregate annual
compensation is less than $85,000 fails to meet the conditions described in (i) and (ii) above, the
aggregate compensation payable to such director may be equitably adjusted by the Board of
Directors.
The Company also reimburses each non-employee director for his or her out-of-pocket expenses
incurred in attending Board of Directors meetings and committee meetings.