Annual retainer for non-chair committee members:
Effective , compensation paid to non-employee directors of A. O. Smith Corporation is as follows: Directors will receive a cash annual retainer of , paid in quarterly amounts of . The lead director retainer of annually remains unchanged. Each Personnel and Compensation Committee and Investment Policy Committee member receives an annual retainer of , paid quarterly, and each member of the Nominating and Governance Committee receives annually, with the Chairperson of each of these Committees receiving an additional annual retainer. Each Audit committee member receives an annual retainer of , paid quarterly with the Chairperson receiving an additional annual retainer. The award of shares of Common Stock to each director remained unchanged. Each director receives Common Stock with a market value of on the date of the award. The retainers were calculated to be comparable to the directors total compensation under the previous system, while simplifying record keeping and reporting.
Retainer Deferral Accounts. Each Retired Outside Director shall be entitled to receive the balance, if any, of his or her Retainer Deferral Account in accordance with the provisions of [Section 11] of the Plan.
Mandatory Deferral. Fifty percent (50%) of each payment comprising any annual retainer fees payable by the Company to each Non-Employee Director shall automatically be withheld by the Company and deferred hereunder, except to the extent that the Non-Employee Director has made an Optional Deferral Election in accordance with [Section 13.2(b)].
Annual Retainers. Each Non-Employee Director shall receive an annual retainer of for service on the Board.
Each annual cash retainer and additional annual fee will be paid quarterly in arrears on a prorated basis.
Outside Director Deferral Elections. In order to elect to defer a portion of his Annual Retainer earned during a Plan Year, an Outside Director shall submit an irrevocable Deferral Form with HP before the beginning of such Plan Year, but no earlier than the first day of November preceding the Plan Year within which the deferral is to be made. The portion of his Annual Retainer that an Outside Director elects to defer for a Plan Year shall be stated as a whole dollar amount. Any failure to make an election shall be deemed to be an election for the same deferral amount and the same distribution date and form of payment for the following Plan Year as were in effect for such Outside Director for the current Plan Year.
Each Outside Director will be paid an annual cash retainer of .
Amount of Program Awards. Each Program Award shall consist of the sum of # a number of RSUs determined by dividing the annual cash retainer that has been established as of Selection Date for the ensuing year (determined before any reduction in the annual cash retainer the Eligible Director has elected pursuant to Paragraph 4(a) hereof) by the Fair Market Value of a Share on the grant date of the Program Award, plus # the number of RSUs, if any, described in the last sentence of Paragraph 4(a) hereof. Notwithstanding the foregoing, the Program Award granted to an Eligible Director in connection with his election for the first time to the Board other than at an annual meeting of stockholders shall consist of the number of RSUs determined as provided in with the following modification: in lieu of the full annual cash retainer determined under [clause (i)], the amount divided by the Fair Market Value of a Share on the grant date shall be the annual cash retainer that has been established as of the most recent Selection Date multiplied by a fraction, the numerator of which is the number of months or portions thereof remaining between the date of grant and the date of the next scheduled annual meeting of stockholders of the Company (or, if such annual meeting has not yet been scheduled, between the date of grant and the first anniversary of the most recent annual meeting of stockholders of the Company) and the denominator of which is twelve (12).
For service as Chair of the audit committee: an annual cash retainer of (in addition to any annual cash retainers otherwise paid).
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