Exhibit
10
SUMMARY OF DIRECTOR AND NAMED
EXECUTIVE OFFICER COMPENSATION
This summary sets forth the
compensation of the Directors of Kimball International, Inc. (the
"Company"). The summary also includes compensation of the Chief
Executive Officer, Chief Financial Officer, and three most highly
compensated executive officers (the "Named Executive Officers") of
the Company as identified in the Company's most recent Proxy
Statement filed with the Securities and Exchange
Commission.
For a detailed description of the
compensation arrangements that the Directors and Named Executive
Officers participate in, refer to the Company's most recent Proxy
Statement filed with the Securities and Exchange
Commission.
Director
Compensation
All Outside (non-employee) Directors receive annual compensation of
$40,000 for the year for service as Directors. The Chairperson of
the Audit Committee of the Board of Directors receives $5,000 per
committee meeting, and other Audit Committee members receive $3,500
per committee meeting. The Chairperson of the Compensation and
Governance Committee receives $3,500 per committee meeting, and
other members of the Compensation and Governance Committee receive
$2,000 per committee meeting. Members of the Strategic
Planning Committee receive $3,500 per committee meeting.
The Directors can elect to
receive all of their annual retainer and/or meeting fees in shares
of Class B Common Stock under the Company's 2003 Stock Option and
Incentive Plan. Directors are also reimbursed for
travel expenses incurred in connection with Board and Committee
meeting attendance.
An Outside Director is a director
who is not an employee of the Company or one of its
subsidiaries. James C. Thyen, President and Chief Executive
Officer, and Douglas A. Habig, Chairman of the Board, are Directors
of the Company but do not receive compensation for their services
as Directors.
Named Executive
Officers
Base Pay
Periodically, the Compensation and Governance Committee ("the
Committee") of the Board of Directors reviews and approves the
salaries that are paid to the Company's executive officers. The
following are the current annualized base salaries for the
Company's Named Executive Officers:
|
James C. Thyen,
President and Chief Executive Officer
|
$810,836
|
|
Douglas A. Habig,
Chairman of the Board
|
$257,400
|
|
Donald D. Charron,
Executive Vice President, President-Kimball Electronics
Group
|
$505,596
|
|
P. Daniel Miller,
Executive Vice President, President-Furniture
|
$478,452
|
|
Robert F. Schneider,
Executive Vice President, Chief Financial Officer
|
$409,292
|
Base pay reductions of 10% for
Mr. Thyen and 5% for all other Named Executive Officers were
effective February 23, 2009 as part of the Company's overall cost
reduction efforts. The above base salaries reflect the salary
reductions.
Cash Incentive
Compensation
Each of the Named Executive Officers was eligible to participate in
the Company's 2005 Profit Sharing Incentive Bonus Plan (the "Plan")
for fiscal year 2008. A long-standing component of the
Company's profit sharing incentive bonus plan is that it is linked
to the performance of the Company which automatically lowers total
compensation expense when profits are down. Under the Plan, cash
incentives are accrued annually and paid in five installments over
the succeeding fiscal year. Except for provisions relating to
retirement, death, permanent disability, and certain other
circumstances described in a participant's employment agreement,
participants must be actively employed on each payment date to be
eligible to receive any unpaid cash incentive installment. The
total amount of cash incentives accrued and authorized to be paid
to the Named Executive Officers based on the Company's fiscal year
2008 results is listed below. The Named Executive Officers received
an installment of 50% of the payment in August 2008, 12.5% was paid
in September 2008, 12.5% was paid in January 2009, 12.5% was paid
in April 2009, and the remaining portion will be paid in June
2009.
|
James C. Thyen,
President and Chief Executive Officer
|
$160,142
|
|
Douglas A. Habig,
Chairman of the Board
|
$108,386
|
|
Donald D. Charron,
Executive Vice President, President-Kimball Electronics
Group
|
$ 54,120
|
|
P. Daniel Miller,
Executive Vice President, President-Furniture
|
$180,880
|
|
Robert F. Schneider,
Executive Vice President, Chief Financial Officer
|
$ 77,292
|
Effective July 1, 2008, Douglas
A. Habig no longer participates in the Company's 2005 Profit
Sharing Incentive Bonus Plan.
Donald D. Charron was awarded
$60,000 in fiscal year 2008 under the Supplemental Bonus Plan
because of leadership work completed regarding the EMS segment
reorganization to improve longer term profitability. The award is
paid in installments in accordance with the Company's 2005 Profit
Sharing Incentive Bonus Plan.
Stock Compensation
The Named Executive Officers may also receive a variety of stock
incentive benefits under the 2003 Stock Option and Incentive Plan
consisting of: restricted stock, restricted share units,
unrestricted share grants, incentive stock options, nonqualified
stock optio