Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Destination Maternity Corp | d666304d8k.htm |
| EX-99.1 - EX-99.1 - Destination Maternity Corp | d666304dex991.htm |
| EX-10.1 - EX-10.1 - Destination Maternity Corp | d666304dex101.htm |
| EX-99.2 - EX-99.2 - Destination Maternity Corp | d666304dex992.htm |
Exhibit 10.2
Non-Employee Director Compensation Policy
(Effective 1/24/14)
Compensation for Non-Employee Directors
Directors of Destination Maternity Corporation (the “Company”) who are also our employees receive no additional compensation for serving as a director or as a member of any Committee of the Board of Directors. Our current arrangements for non-employee directors are as follows:
| (a) | The Company pays each non-employee director a retainer of $12,500 per quarter. Non-employee directors are not compensated for participation in meetings. |
| (b) | Upon conclusion of the annual meeting of stockholders each year, the Company grants each non-employee director 4,000 shares of restricted stock pursuant to the Company’s 2005 Equity Incentive Plan that will vest on the earlier of: (1) one year from the date of grant or (2) one day before the Company’s next Annual Meeting of Stockholders, subject to acceleration in the event of the non-employee director’s death or disability or upon a change in control of the Company. |
| (c) | The Chair of each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, and each non-employee director who is a member of a Committee (including the Chair) is paid a quarterly retainer at the rates reflected in the below table: |
| Committee / Position |
Quarterly Retainer |
|||
| Audit Committee |
||||
| Chair |
$ | 3,750 | ||
| Member |
$ | 1,875 | ||
| Compensation Committee |
||||
| Chair |
$ | 3,750 | ||
| Member |
$ | 1,250 | ||
| Nominating and Corporate Governance Committee |
||||
| Chair |
$ | 2,500 | ||
| Member |
$ | 1,250 | ||
| (d) | Board members are also reimbursed for their reasonable travel expenses incurred to attend meetings of our Board of Directors or Committees of the Board of Directors on which they serve. |
Also, our Non-Executive Chairman is entitled to the following additional compensation:
| (a) | an additional retainer of $6,250 per quarter; and |
| (b) | an additional 2,000 shares of restricted stock granted upon election or reelection of the Non-Executive Chairman to that position by the Board following the annual meeting of stockholders each year, that will vest on the earlier of: (1) one year from the date of grant or (2) one day before the Company’s next Annual Meeting of Stockholders, subject to acceleration in the event of the Non-Executive Chairman’s death or disability or upon a change of control of the Company. |