Exhibit
10(a)
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
|
$170,040
|
|
Donald D. Charron,
Executive Vice President, President-Kimball Electronics
Group
|
$505,596
|
|
P. Daniel Miller,
Executive Vice President, President-Furniture
|
$499,252
|
|
Robert F. Schneider,
Executive Vice President, Chief Financial Officer
|
$409,292
|
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 2009 except for Douglas A. Habig. Effective
July 1, 2008, Douglas A. Habig no longer participates in the Plan.
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 2009 results is listed below. The Named
Executive Officers received an installment of 50% of the payment in
August 2009, and the remaining portions will be paid in equal
installments in September 2009, January 2010, April 2010, and June
2010.
|
James C. Thyen,
President and Chief Executive Officer
|
$ 68,699
|
|
Douglas A. Habig,
Chairman of the Board
|
$
-0-
|
|
Donald D. Charron,
Executive Vice President, President-Kimball Electronics
Group
|
$ 10,370
|
|
P. Daniel Miller,
Executive Vice President, President-Furniture
|
$ 78,452
|
|
Robert F. Schneider,
Executive Vice President, Chief Financial Officer
|
$ 33,492
|
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 options, stock appreciation rights, performance shares, and
performance units. The only form of award granted to Named
Executive Officers for fiscal year 2009 was performance
shares. Performance shares include both an annual performance
share ("APS") award and a long-term performance share ("LTPS")
award with one-fifth