MDU RESOURCES GROUP, INC.
DIRECTORS' COMPENSATION
POLICY
Each Director who is not a full-time employee of
the Company shall receive compensation made up of annual cash
retainers and common stock. Each Director is also
eligible for awards under the Non-Employee Director Long-Term
Incentive Compensation Plan.
Director Compensation
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Base Retainer (effective June 1,
2009)
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$55,000
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Non-Executive Chairman of the Board
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(effective January 1, 2009)
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75,000
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33,000
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Chairman of Audit Committee
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10,000
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Chairman of Compensation Committee
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5,000
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Chairman of Nominating and Governance
Committee
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5,000
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Such cash retainers shall be paid in monthly
installments.
The MDU Resources Group, Inc. Deferred
Compensation Plan for Directors (as amended and restated effective
May 15, 2008) permits a Director to defer all or any portion of the
annual cash retainers, as well as any other cash compensation paid
for service as a Director. The amount deferred is
recorded in each participant's deferred compensation account and
credited with income in the manner prescribed in the
Plan. For further details, reference is made to the
Plan, a copy of which is attached.
Each Director shall receive 4,050 shares of
Common Stock by the 15th business day following the annual meeting
of stockholders, pursuant to the Non-Employee Director Stock
Compensation Plan, effective April 25, 1995, as amended, or
the Non-Employee Director Long-Term Incentive
Compensation Plan. A Director may decline a stock
payment for any plan year, in writing in advance of the plan year
to which stock payment relates. No cash compensation
shall be paid in lieu thereof.
By written election a Director may reduce his or
her annual cash retainers and have that amount applied to the
purchase of additional shares pursuant to the Non-Employee Director
Stock Compensation Plan. The election must be made on a
form provided by the administrative committee and returned to the
committee by
the last business day of the year prior to the
year in which the election is to be effective. The
election remains in effect until changed or revoked. No
election may be changed or revoked for the current year, but may be
changed for a subsequent year. For further details,
reference is made to the Non-Employee Director Stock Compensation
Plan, a copy of which is attached.
Travel Expense Reimbursement
All Directors will be reimbursed for
reasonable travel expenses incurred while serving as a Director,
including spouse’s expenses, in connection with attendance at
meetings of the Company’s Board of Directors and its
committees. If the travel expense is related to the
reimbursement of commercial airfare, such reimbursement will not
exceed full-coach rate. If the travel expense is related
to reimbursement of non-commercial airfare, such reimbursement will
not exceed the rate for comparable travel by means of commercial
airline at the first-class rate. Spousal travel expenses
paid by the Company are treated as taxable income to the
Director. See the paragraph below entitled "Code Section
409A" for further rules relating to travel expense
reimbursements.
Directors' Liability
Article Seventeenth of the Company's Restated
Certificate of Incorporation provides that no Director of the
Company shall be liable to the Company or its stockholders for
breach of fiduciary duty as a Director, with certain e
