Attached files
file | filename |
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10-K - FORM 10-K - VALASSIS COMMUNICATIONS INC | k50042e10vk.htm |
EX-32.2 - EX-32.2 - VALASSIS COMMUNICATIONS INC | k50042exv32w2.htm |
EX-23.1 - EX-23.1 - VALASSIS COMMUNICATIONS INC | k50042exv23w1.htm |
EX-21.1 - EX-21.1 - VALASSIS COMMUNICATIONS INC | k50042exv21w1.htm |
EX-32.1 - EX-32.1 - VALASSIS COMMUNICATIONS INC | k50042exv32w1.htm |
EX-31.2 - EX-31.2 - VALASSIS COMMUNICATIONS INC | k50042exv31w2.htm |
EX-12.1 - EX-12.1 - VALASSIS COMMUNICATIONS INC | k50042exv12w1.htm |
EX-31.1 - EX-31.1 - VALASSIS COMMUNICATIONS INC | k50042exv31w1.htm |
EX-10.30 - EX-10.30 - VALASSIS COMMUNICATIONS INC | k50042exv10w30.htm |
EXHIBIT 10.22
VALASSIS COMMUNICATIONS, INC.
SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION
SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION
On December 14, 2010, the Board of Directors (the Board) of Valassis Communications, Inc. (the
Corporation), on recommendation of the Compensation/Stock Option Committee, approved the
compensation program described below to compensate non-employee directors for service on the Board
and its committees. The compensation program described below became effective January 1, 2011 and
replaced the compensation program previously in effect.
The Corporations non-employee directors are entitled to receive the following fees in connection
with their participation on the Board and related Board committees: (i) an annual cash retainer fee
of $49,500; (ii) an annual award of 3,000 shares of restricted stock of the Corporation pursuant to
the Corporations 2008 Omnibus Incentive Compensation Plan that becomes fully vested one year from
the date of grant; (iii) $2,500 per Board meeting attended in person and $1,300 per Board meeting
attended by telephone; and (iv) $1,300 per Board committee meeting attended in person and $650 per
Board committee meeting attended by telephone.
The annual cash retainer and annual award of restricted stock are paid quarterly to the
non-employee directors. The Board committee attendance fees are payable only if the committee
meeting is not scheduled in conjunction with (just before or after) a Board meeting and telephonic
meeting fees are paid on a pro-rated basis if a non-employee director does not participate via
telephone for the entire meeting.
In addition, each year, the Corporations non-employee directors are eligible to receive
non-qualified stock options to purchase an aggregate of 2,000 shares of the Corporations common
stock pursuant to the Corporations 2008 Omnibus Incentive Compensation Plan (or such other plan
applicable to the Corporations non-employee directors in effect from time to time). These options
are granted in two semi-annual installments consisting of 1,000 stock options on April 1 and
October 1 of each year, have an exercise price equal to the fair market value (as defined in the
Corporations applicable stock option plan) of the Corporations common stock on the date of grant
and become fully vested one year from the date of grant, with the same terms and conditions as the
Corporations standard non-qualified stock option agreement for non-employee directors.