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Alaska Communications Systems Group Inc – ‘10-Q’ for 3/31/16 – ‘EX-10.1’

On:  Monday, 5/9/16, at 2:35pm ET   ·   For:  3/31/16   ·   Accession #:  1193125-16-583569   ·   File #:  0-28167

Previous ‘10-Q’:  ‘10-Q’ on 11/5/15 for 9/30/15   ·   Next:  ‘10-Q’ on 8/4/16 for 6/30/16   ·   Latest:  ‘10-Q’ on 5/7/21 for 3/31/21   ·   2 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/09/16  Alaska Comms Systems Group Inc    10-Q        3/31/16   80:3.6M                                   Donnelley … Solutions/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    394K 
 2: EX-10.1     Material Contract                                   HTML     30K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     30K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     30K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     25K 
 6: EX-32.2     Certification -- §906 - SOA'02                      HTML     25K 
13: R1          Document and Entity Information                     HTML     45K 
14: R2          Condensed Consolidated Balance Sheets               HTML    105K 
15: R3          Condensed Consolidated Balance Sheets               HTML     37K 
                (Parenthetical)                                                  
16: R4          Condensed Consolidated Statements of Comprehensive  HTML    134K 
                Income                                                           
17: R5          Condensed Consolidated Statement of Stockholders'   HTML     55K 
                Equity                                                           
18: R6          Condensed Consolidated Statement of Stockholders'   HTML     27K 
                Equity (Parenthetical)                                           
19: R7          Condensed Consolidated Statements of Cash Flows     HTML    122K 
20: R8          Description of Company and Summary of Significant   HTML     45K 
                Accounting Policies                                              
21: R9          Sale of Wireless Operations                         HTML     53K 
22: R10         Joint Venture                                       HTML     36K 
23: R11         Equity Method Investments                           HTML     33K 
24: R12         Fair Value Measurements                             HTML     49K 
25: R13         Current Liabilities                                 HTML     34K 
26: R14         Long-Term Obligations                               HTML     39K 
27: R15         Other Long-Term Liabilities                         HTML     31K 
28: R16         Accumulated Other Comprehensive Loss                HTML     38K 
29: R17         Stock Incentive Plans                               HTML     44K 
30: R18         Earnings Per Share                                  HTML     41K 
31: R19         Retirement Plans                                    HTML     35K 
32: R20         Supplemental Cash Flow Information                  HTML     32K 
33: R21         Business Segments                                   HTML     32K 
34: R22         Commitments and Contingencies                       HTML     30K 
35: R23         Description of Company and Summary of Significant   HTML     46K 
                Accounting Policies (Policies)                                   
36: R24         Sale of Wireless Operations (Tables)                HTML     48K 
37: R25         Joint Venture (Tables)                              HTML     29K 
38: R26         Equity Method Investments (Tables)                  HTML     30K 
39: R27         Fair Value Measurements (Tables)                    HTML     41K 
40: R28         Current Liabilities (Tables)                        HTML     36K 
41: R29         Long-Term Obligations (Tables)                      HTML     39K 
42: R30         Other Long-Term Liabilities (Tables)                HTML     30K 
43: R31         Accumulated Other Comprehensive Loss (Tables)       HTML     34K 
44: R32         Stock Incentive Plans (Tables)                      HTML     46K 
45: R33         Earnings Per Share (Tables)                         HTML     35K 
46: R34         Retirement Plans (Tables)                           HTML     31K 
47: R35         Supplemental Cash Flow Information (Tables)         HTML     31K 
48: R36         Description of Company and Summary of Significant   HTML     40K 
                Accounting Policies - Additional Information                     
                (Detail)                                                         
49: R37         Sale of Wireless Operations - Additional            HTML     31K 
                Information (Detail)                                             
50: R38         Sale of Wireless Operations - Components of Gain    HTML     55K 
                on Sale of Assets (Detail)                                       
51: R39         Sale of Wireless Operations - Schedule of           HTML     36K 
                Company's Current Obligations for Exit Activities                
                (Detail)                                                         
52: R40         Joint Venture - Additional Information (Detail)     HTML     70K 
53: R41         Joint Venture - Schedule of Certain Financial       HTML     29K 
                Information about Joint Venture Included on                      
                Company's Consolidated Balance Sheet (Detail)                    
54: R42         Joint Venture - Schedule of Certain Financial       HTML     27K 
                Information about Joint Venture Included on                      
                Company's Consolidated Balance Sheet                             
                (Parenthetical) (Detail)                                         
55: R43         Equity Method Investments - Additional Information  HTML     32K 
                (Detail)                                                         
56: R44         Equity Method Investments - Summarized Financial    HTML     41K 
                Information (Detail)                                             
57: R45         Fair Value Measurements - Additional Information    HTML     82K 
                (Detail)                                                         
58: R46         Fair Value Measurements - Balances of Liabilities   HTML     34K 
                Measured at Fair Value on Recurring Basis (Detail)               
59: R47         Fair Value Measurements - Schedule of               HTML     36K 
                Floating-to-Fixed Interest Rate Swaps (Detail)                   
60: R48         Current Liabilities - Schedule of Accounts          HTML     37K 
                Payable, Accrued and Other Current Liabilities                   
                (Detail)                                                         
61: R49         Current Liabilities - Schedule of Advance Billings  HTML     30K 
                and Customer Deposits (Detail)                                   
62: R50         Long-Term Obligations - Schedule of Long-Term       HTML     50K 
                Obligations (Detail)                                             
63: R51         Long-Term Obligations - Schedule of Long-Term       HTML     36K 
                Obligations (Parenthetical) (Detail)                             
64: R52         Long-Term Obligations - Schedule of Aggregate       HTML     41K 
                Maturities of Long-term Obligations (Detail)                     
65: R53         Long-Term Obligations - Additional Information      HTML     54K 
                (Detail)                                                         
66: R54         Other Long-Term Liabilities - Summary of Other      HTML     36K 
                Long-Term Liabilities (Detail)                                   
67: R55         Accumulated Other Comprehensive Loss - Summary of   HTML     45K 
                Activity in Accumulated Other Comprehensive (Loss)               
                Income (Detail)                                                  
68: R56         Accumulated Other Comprehensive Loss - Additional   HTML     28K 
                Information (Detail)                                             
69: R57         Stock Incentive Plans - Summary of Activity for     HTML     47K 
                Restricted Stock Units, Long-Term Incentive Awards               
                and Non-Employee Director Stock Compensation                     
                (Detail)                                                         
70: R58         Stock Incentive Plans - Summary of Activity for     HTML     46K 
                Performance Share Units (Detail)                                 
71: R59         Stock Incentive Plans - Share-Based Compensation    HTML     38K 
                (Detail)                                                         
72: R60         Earnings Per Share - Additional Information         HTML     42K 
                (Detail)                                                         
73: R61         Earnings Per Share - Calculation of Basic and       HTML     49K 
                Diluted Earnings Per Share (Detail)                              
74: R62         Retirement Plans - Summary of Net Periodic Pension  HTML     35K 
                Expense for ACS Retirement Plan (Detail)                         
75: R63         Supplemental Cash Flow Information - Schedule of    HTML     41K 
                Supplemental Non-Cash Transaction Information                    
                (Detail)                                                         
76: R64         Business Segments - Additional Information          HTML     26K 
                (Detail)                                                         
77: R65         Commitments and Contingencies - Additional          HTML     27K 
                Information (Detail)                                             
79: XML         IDEA XML File -- Filing Summary                      XML    146K 
78: EXCEL       IDEA Workbook of Financial Reports                  XLSX     64K 
 7: EX-101.INS  XBRL Instance -- alsk-20160331                       XML    740K 
 9: EX-101.CAL  XBRL Calculations -- alsk-20160331_cal               XML    227K 
10: EX-101.DEF  XBRL Definitions -- alsk-20160331_def                XML    419K 
11: EX-101.LAB  XBRL Labels -- alsk-20160331_lab                     XML   1.04M 
12: EX-101.PRE  XBRL Presentations -- alsk-20160331_pre              XML    755K 
 8: EX-101.SCH  XBRL Schema -- alsk-20160331                         XSD    172K 
80: ZIP         XBRL Zipped Folder -- 0001193125-16-583569-xbrl      Zip    114K 


‘EX-10.1’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.1  

EXHIBIT 10.1

2015 Alaska Communications Systems Group, Inc.

Non-Employee Director Compensation and Reimbursement Policy

Objective

 

The objectives of this Policy are to provide compensation to Non-Employee Directors that helps to align the interests of Non-Employee Directors with Shareholders’, and to attract and retain Non-Employee Directors that will contribute to the Company’s success and Shareholder returns.

Eligibility

 

Each Non-Employee Director shall be eligible to participate in the Policy. Any Non-Employee Director who becomes an employee of the Company shall not thereafter be entitled to compensation under this Policy, but shall retain all existing compensation pursuant to the terms of this Policy. Employee Directors are specifically excluded from receiving any compensation under this Policy.

Compensation Schedule

 

Annual Retainer   

Each Non-Employee Director (excluding any Non-Employee Director serving as Board Chair) shall receive an annual cash retainer of $42,500, with members of the Audit Committee receiving $45,000 instead. Payments to be made in quarterly installments.

 

Each Non-Employee Director (excluding any Non-Employee Director serving as Board Chair) shall receive annually $50,000 in common shares, paid in quarterly installments, with the conversion based on the stock price on the last day of each calendar quarter (i.e., the date of grant).

 

Total compensation for any Non-Employee Director serving as Chair of the Board shall be an annual cash retainer of $100,000 plus $80,000 in common shares, each paid in quarterly installments, with the conversion based on the stock price on the last day of each calendar quarter (i.e., the date of grant).

 

The Chair of the Audit Committee shall receive an additional $15,000 annually paid in quarterly installments.

 

The Chair of the Compensation and Personnel Committee shall receive an additional $15,000 annually paid in quarterly installments.

 

The Chair of the Nominating and Corporate Governance Committee shall receive an additional $5,000 annually paid in quarterly installments.

 

Prior to the beginning of a calendar year, each Non-Employee Director may elect to defer all or a portion of their equity grants.

 

Each such Director may elect prior to the beginning of a calendar year to receive up to 100% of his/her cash compensation in common shares or equivalents thereof on the same schedule as the equity grants above.


Common Stock Holding Requirements

 

Each Non-Employee Director is expected to hold common stock issued by the Company equivalent to at least three times his or her annual cash retainer by the fifth anniversary of such Director’s continuous service to the Board as a Director. Company common stock shall include common stock equivalents (common stock adjusted for stock splits, stock dividends, recapitalizations, and the like). If the minimum holding period is not met within the required time frame, a Director must hold all stock granted to him or her through the compensation program until the minimum holding level is achieved. Once the guideline is achieved, if the value of the shares declines below the guideline level, each Director will be deemed in compliance as long as the related shares are not sold and future stock grants are held until the guideline is again achieved.

Payment of Compensation

 

Except for deferred stock, all Non-Employee Director stock and cash compensation is to be paid in equal quarterly installments for each quarter or partial quarter of service, without proration, within 30 days of the close of the calendar quarter. Payments will be delivered as directed by the Non-Employee Director.

Reimbursement of Reasonable Expenses

 

Reasonable expenses incurred by Non-Employee Directors that are directly associated with their provision of director services for Alaska Communications Systems Group, Inc. will be reimbursable under this Policy. Examples of reimbursable expenses include reasonable travel, food, lodging, and service expenses incurred in the course of attending Board of Director and Committee meetings.

To encourage patronage of the Company’s business customers, Directors will be reimbursed for stay in hotels specified in advance by the Company. For purposes of the reimbursement of travel expenses, “reasonable travel” includes a first class airline ticket for round trip transport along the most practicable direct route. Such airline ticket may not exceed $2,500, unless approved in advance by the Board Chair. Within reasonable limits, side trips or additional travel may be included in a Director’s itinerary. In such cases, however, the Company will reimburse no more than the lowest qualifying fare for a direct round trip available on the date the travel was arranged, with such fare documentation to be provided by the Director. Directors are at all times expected to arrange for travel at the earliest practicable time to minimize the cost of reimbursable airline ticket expense.

To encourage the continued education of the Directors, each Director may be compensated up to $5,000 annually for the costs associated with director education. This will be inclusive of all costs associated with receiving the training.

Expenses incurred by Directors in connection with matters other than the attendance of Board or Committee meetings or training shall be determined to be reimbursable by the Board Chair or Lead Director in advance of a Director’s incursion of the expenses.

Non-Employee Directors desiring reimbursement of expenses may complete a “Request for Reimbursement of Reasonable Expenses” form (Exhibit A) and submit to the Corporate Secretary no later than 30 days following the incursion of the expense. Expenses must be submitted for reimbursement within ninety (90) days of being incurred, or the right to reimbursement will be forfeited.


Administration

 

The Board has delegated authority to administer this Policy to the Compensation and Personnel Committee of the Board (the “Committee”), which shall have full authority to construe and interpret the Policy, to establish, amend and rescind rules and regulations relating to the Policy, and to take all such actions and make all such determinations in connection with the Policy as it may deem necessary or desirable.

The Committee has delegated day-to-day administration of Policy provisions to the Secretary of the Company.

Amendment and Termination

 

The Committee may amend, alter, or discontinue the Policy at any time. The Committee shall have authority to amend the Policy to take into account changes in law and tax and accounting rules as well as other developments.

Effectiveness of Policy

 

The Policy shall become effective on December, 2015.


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/30/21  Alaska Comms Systems Group Inc.   10-K/A     12/31/20   13:1M                                     RDG Filings/FA
 3/16/21  Alaska Comms Systems Group Inc.   10-K       12/31/20  135:11M                                    RDG Filings/FA
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