pab bankshares, inc. - SNL Financial

(1) The Company’s contractual obligation for terminating an officer’s employment agreement before a change in control event without cause is payable
as a lump sum payment within 30 days of termination.
(2) The Company’s contractual obligation for terminating an officer's employment agreement after a change in control event without cause is payable
as a lump sum payment within 30 days of termination.
(3) Value is calculated using the safe harbor valuation method outlined in Internal Revenue Bulletin 2003-34 and a $2.20 stock price as of December
31, 2009.
(4) Assuming a 35% individual income tax rate.
Director Compensation
For the 2008 fiscal year and through February 2009, the directors of the Company were paid director’s fees of
$1,000 per meeting of the full Board of Directors, $750 per meeting of the Audit Committee and $400 per meeting of the
Compensation Committee, Governance Committee and Nominating Committee. In addition, non-employee directors were
paid a $10,000 annual retainer and were granted 2,000 stock options as a non-cash retainer fee on the first business day of
the 2009 fiscal year. The Company also paid annual Chairman and Committee Chairman retainers as follows: Chairman
of the Board of Directors $5,000; Audit Committee Chairman $8,000; Compensation Committee Chairman $1,200;
Governance Committee Chairman $400 and Nominating Committee Chairman $400. In addition, non-employee directors
were granted 2,000 stock options as a non-cash retainer fee on the first business day of the 2008 fiscal year.
In March 2009, the Board of Directors voted to decrease its board and committee fees by 25% due to the
operating losses of the Company. Since March 2009, the directors of the Company have been paid director’s fees of $750
per meeting of the full Board of Directors, $562.50 per meeting of the Audit Committee and $300 per meeting of the
Compensation Committee, Nominating Committee and Compliance Committee. The Executive Committee waived
payment of fees for all of its 2009 meetings. In addition, non-employee directors were paid a $7,500 annual retainer and
were granted 2,000 stock options as a non-cash retainer fee on the first business day of the 2009 fiscal year. The Company
also paid annual Chairman and Committee Chairman retainers as follows: Chairman of the Board of Directors $3,750;
Audit Committee Chairman $6,000; Compensation Committee Chairman $900; Executive Committee Chairman $300 and
Nominating Committee Chairman $300. The Company has agreed to pay its Vice Chairman, Mr. Kurrie, cash fees of
$10,000 per month until the management activities of Mr. Kurrie are terminated by the Executive Committee of the Board
of Directors, at which time the regular director fees shall become payable. Mr. Kurrie was elected to the Board of
Directors on April 1, 2009 for the purpose of reorganizing and developing the management structure of the Company,
changing the banking culture and establishing and supervising the strategic planning process of the Company, supervising
the activities of executive management, and regularly informing the Board of Directors of the progress of the Company in
these matters. In his capacity as Vice Chairman, Mr. Kurrie does not have any individual authority to initiate or approve
banking or other transactions.
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