EX-10.5 17 a2221339zex-10_5.htm EX-10.5

Exhibit 10.5

 

STORE CAPITAL CORPORATION

DIRECTOR COMPENSATION PROGRAM

ADOPTED BY THE BOARD OF DIRECTORS

 

This Director Compensation Program (the “Program”) was adopted by the Board of Directors (the “Board”) of STORE Capital Corporation (the “Corporation) on August 27, 2014 in connection with its initial public offering of its common stock.  This Program may be amended by the Board, in whole or in part, at any time and in the Board’s discretion.

 

COMPENSATION AND RESTRICTED STOCK AWARDS FOR DIRECTORS AND COMMITTEE MEMBERS

 

Title

 

Compensation and Reimbursement of
Expenses

 

Restricted
Stock Awards

 

Vesting Schedule
of Restricted
Stock Awards

 

 

 

 

 

 

 

Independent Director and Chairman of the Board of Directors*

 

$200,000 annual cash retainer and travel expense reimbursement for attendance at meetings of the Board of Directors

 

$200,000 annually

 

Vest over 4 years

 

 

 

 

 

 

 

Independent Director (non-Chairman of the Board of Directors)

 

$50,000 annual cash retainer, travel expense reimbursement for attendance at attendance at meetings of the Board of Directors and $2,000 per meeting for each meeting of the Board of Directors in excess of six (6) meetings per year

 

$80,000 annually

 

Vest annually at end of each year

 

 

 

 

 

 

 

Non-independent Director

 

Travel expense reimbursement for attendance at meetings of the Board of Directors

 

None

 

N/A

 

 

 

 

 

 

 

Audit Committee Chairman

 

$17,500 annual cash retainer, if an Independent Director and not the Chairman of the Board of Directors

 

None

 

N/A

 

 

 

 

 

 

 

Audit Committee Member (non-Chairman)

 

None

 

None

 

N/A

 

 

 

 

 

 

 

Compensation Committee Chairman

 

$10,000 annual cash retainer, if an Independent Director and not the Chairman of the Board of Directors

 

None

 

N/A

 


 

Title

 

Compensation and Reimbursement of
Expenses

 

Restricted
Stock Awards

 

Vesting Schedule
of Restricted
Stock Awards

 

 

 

 

 

 

 

Compensation Committee Member (non-Chairman)

 

None

 

None

 

N/A

 

 

 

 

 

 

 

Nominating and Corporate Governance Committee Chairman

 

$10,000 annual cash retainer, if an Independent Director and not the Chairman of the Board of Directors

 

None

 

N/A

 

 

 

 

 

 

 

Nominating and Corporate Governance Committee Member (non-Chairman)

 

None

 

None

 

N/A

 

*Applies only to Morton H. Fleischer

 

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