Director compensation 2010

This information was filed prior to the annual meeting last year.

Compensation of Directors

Each director of the Corporation who is not also an employee of the Corporation or an employee or director of Citizens Bank received a $250 fee for each Board meeting attended and a $3,000 retainer. Each director of the Corporation who is also a director of Citizens Bank and who is not an employee of the Corporation or Citizens Bank received a $100 fee for each Board meeting of the Corporation attended in 2010. Each director of the Corporation, other than Directors Janko and Lee, was also a director of Citizens Bank during 2010. In addition, in 2010, each non-employee director of the Corporation was awarded a grant of 2,000 stock options. The options vest over three years at a rate of one-third per year, have an exercise price of $3.64 (the average of the low and high price on grant date) and expire on December 31, 2020.

During 2010, each director of Citizens Bank who is not also an employee was paid a retainer ($19,000 per annum) plus a fee for each Board and Committee meeting attended. Each director of Citizens Bank who is not also an employee, other than the Chairman of the Board, received a $100 fee for each Citizens Bank Board meeting and a $100 fee for each Committee meeting attended in 2010. The Chairman of the Board of Citizens Bank received a $200 fee for each Board meeting attended and a $150 fee for each Committee meeting attended in 2010. The Chairman of the Audit Committee received a $150 fee for each Audit Committee meeting attended in 2010.

PNBC/CFNB Director Compensation

Fees Earned or
Paid in Option
Cash Awards Total
Name ($) ($)1 ($)
(a) (b) (c) (d)
Daryl Becker2 $ 2,000 0 $ 2,000
Gretta E. Bieber $ 21,500 $ 1,360 $ 22,860
Gary C. Bruce $ 22,450 $ 1,360 $ 23,810
Sharon L. Covert $ 22,100 $ 1,360 $ 23,460
John R. Ernat $ 21,600 $ 1,360 $ 22,960
Donald E. Grubb2 $ 1,200 0 $ 1,200
Mark Janko $ 4,500 $ 1,360 $ 5,860
Willard Lee $ 5,000 $ 1,360 $ 6,360
Ervin Pietsch $ 21,500 $ 1,360 $ 22,860
Stephen W. Samet $ 25,400 $ 1,360 $ 26,760
Craig O. Wesner $ 29,700 $ 1,360 $ 31,060
1 Represents the grant date fair value of 2010 option awards.
2 Directors’ Becker and Grubb retired in April of 2010.

2 comments on “Director compensation 2010

  1. My memory ( bad thing to rely on ) tells me, that there was a subsequent filing, that said they had not properly accounted for the fair value of the stock options. I cannot find that filing. Can anyone help? Bob

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