|
|
|
Amendment to Amended & Restated Outside Director Compensation Policy
(Adopted by Board of Directors November 2007)
|
|
Exhibit 10.29.1 |
CSK AUTO CORPORATION
OUTSIDE DIRECTOR COMPENSATION POLICY
A. Annual Stipend Outside Directors.
(i) Amount and Form of Payment. Non-employee (outside) directors of CSK Auto
Corporation (the Company) shall be paid an annual cash stipend in the amount of fifty
thousand dollars ($50,000) (the Fixed Fee). Unless the director is first appointed to the
Board via election at the Companys annual meeting of stockholders, the Fixed Fee for the first
year of service until the first annual meeting of stockholders following the directors appointment
to the Board shall be adjusted pro rata for the period from the date of the outside directors
appointment to the Board to the next annual meeting of the Companys stockholders.1
(ii) Timing of Payment. The Fixed Fee shall be paid as follows:
1. If the period between the outside directors election to the Board and the next annual
meeting of stockholders is six months or less, payment shall be made in a single installment on the
date of the next annual meeting of stockholders.
2. If the period between the outside directors election (or re-election) to the Board and the
next annual meeting of stockholders is longer than six months, payment shall be made in two equal
installments on the following dates: (1) on the six month anniversary of the outside directors
election, and (2) on the earlier of (a) the one year anniversary of the outside directors election
(or re-election) or (b) the date of the first annual meeting of stockholders following the
directors election to the Board.
3. Notwithstanding the foregoing, in the case of death or disability of the outside director
or a Change in Control (as defined in the Companys 2004 Stock and Incentive Plan), all unpaid
portions of the Fixed Fee shall be paid immediately. Unpaid portions of the Fixed Fee shall not be
paid if a director voluntarily resigns from office prior to the scheduled payment date, unless such
resignation is in connection with a Change in Control.
B. Annual Stipend Non-Executive Chairman of the Board.
If the Chairman of the Board is an outside director, he or she shall be paid an annual cash
stipend in addition to the Fixed Fee of $36,000.00/annum, payable in the same manner as the Fixed
Fee as described above.
C. Equity Grants.
|
|
|
| 1 |
|
For the purposes of this Policy, the date of the next
annual meeting of stockholders means, in cases where such date has not yet been
set, the anticipated date of the next annual meeting of stockholders. |
-1-
Each outside director will be granted an option to purchase 10,000 shares of the Companys
common stock at the close of business on the date of each annual meeting of stockholders. The
exercise price shall be equal to the fair market value on the grant date. Such options shall vest
on the one year anniversary of the grant date. If a director is first appointed to the Board
between annual meetings, the options to be awarded for the first partial year of service (until the
first annual meeting of stockholders following the directors appointment to the Board) shall be
adjusted pro rata (calculated on the basis of 10,000 shares per annum) for the period from the date
of the outside directors appointment to the Board to the next annual meeting of the Companys
stockholders.
Notwithstanding the foregoing, in the case of death or disability of the outside director or
a Change in Control (as defined in the Companys 2004 Stock and Incentive Plan), all unvested
options shall vest immediately. Unvested options shall not vest if a director voluntarily resigns
from office prior to the scheduled vesting date (unless such resignation is in connection with a
Change of Control).
D. Meeting Fees and Expenses.
Outside directors shall receive a fee of $1,500.00 plus reasonable expenses for each regular
Board meeting attended in person or telephonically, and each committee meeting or special Board
meeting attended in person that is not held in conjunction with a regular Board meeting.
For each committee meeting or special Board meeting attended telephonically, each outside
director shall be paid a fee of $500.00.
Such meeting fees shall be paid and expenses shall be reimbursed at the end of each fiscal
quarter.
E. Committee Chair Fees.
The Chair of the Audit Committee of the Board of Directors shall be paid an annual fee of
$15,000, and the Chair of each of the Compensation Committee and Nominating & Governance Committee
of the Board shall be paid an annual fee of $7,500 (each, a Chair Fee). Each Chair Fee
shall be paid in the same manner as cash portions of the Fixed Fee as set forth above in A.(ii).