DaVita Inc. Director Compensation Philosophy and PlanExecutive Compensation Plan Agreement |
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Exhibit 10.32
DaVita Inc.
Director Compensation Philosophy and Plan
Philosophy
| 1. | To pay differentially higher compensation for higher levels of work, responsibility and performance. |
| 2. | Compensation amount and structure that will attract highly competent candidates for Board service. |
| 3. | Tie compensation to increases in long-term shareholder value (including by shifting some cash payments to stock). |
| 4. | Vesting continues as long as the director continues to serve on the Board, but does not require continued service as committee chair. |
Options
Each non-management board member shall be granted options to purchase 8,000 shares of Company stock per year of service on the Board, granted on, and priced as of the close of market on, the date of the Company’s annual stockholder meeting, vesting 50% per year beginning on the first anniversary of the grant date, expiring five years after date of grant.
Each new member of the Board after the date hereof shall be granted options to purchase 15,000 shares of Company stock upon appointment to the Board, priced at the closing price on the grant date, vesting 25% per year beginning on the first anniversary of the grant date, expiring five years after the grant date.
Retainer
$24,000 per year paid quarterly in arrears, half in cash and half in deferred stock units that must be held for one year. <
