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Exhibit 10.59
Triad Guaranty Inc.
Board of Directors Compensation Program Summary
In an effort to reflect
both the decline in value of the trading price of the common stock
of Triad Guaranty Inc. (the “Company”), as well as the
change in the size of the Board of Directors (the
“Board”) and its committees, the Compensation Committee
revised the Company’s non-employee director compensation
program in October 2008 (the “Program”). General terms
of the Program for non-employee directors, other than the Chairman
of the Board, are set forth below:
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Retainer : Each non-employee
director is entitled to receive an $85,000 annual cash retainer
that is payable in equal quarterly installments. Each non-employee
director shall also receive an annual grant of 15,000 shares
of restricted stock pursuant to the Company’s 2006 Long-Term
Stock Incentive Plan (the “Plan”) and the related
restricted stock agreement. The restricted stock vests 100% on the
first anniversary of the grant date.
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Committee Chairs
: Directors
that are chosen to serve as committee chairs are entitled to
receive cash compensation paid in equal quarterly installments of
$15,000 for the Audit Committee, $12,500 for the Compensation
Committee and $7,500 for the Corporate Governance and Nominating
Committee. In addition, a single director will be designated as the
Lead Independent Director for which he will receive cash
compensation of $7,500 paid in equal quarterly
installments.
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Meeting Fees
: The meeting
fee structure was revised to reflect the reduced number of
committees and the increased time commitment expected of the
directors, as detailed below:
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