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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 |
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 |
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.
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 |