LTD » Topics » Compensation of directors

This excerpt taken from the LTD DEF 14A filed Apr 14, 2006.

Compensation of directors

 

Associates and officers who are directors receive no additional compensation for their service as directors. The following compensation schedule for services as directors was adopted in January 2006 and applies to directors who are not associates of Limited Brands:

 

   

an annual cash retainer of $50,000 per year (increased by $15,000 for Audit and Compensation committee chairs held and $10,000 for other committee chairs held);

 

   

an annual stock retainer worth $50,000 under the Limited Brands, Inc. 2003 Stock Award and Deferred Compensation Plan for Non-Associate Directors, based on the fair market value of Common Stock on the first day of the fiscal year;

 

   

an annual cash retainer of $12,500 for membership on the Audit Committee and $10,000 for all other committee memberships;

 

   

an annual stock grant worth $12,500 under the Limited Brands, Inc. Stock Award and Deferred Compensation Plan for Non-Associate Directors, for membership on the Audit Committee and worth $10,000 for other committee memberships, based on the fair market value of Common Stock on the first day of the fiscal year; and

 

   

fees of $4,000 for each Board of Directors meeting attended in excess of ten during a fiscal year and $1,500 for each committee meeting attended in excess of ten during a fiscal year.

 

At the end of four years of membership on the Board of Directors, each member must maintain ownership of Common Stock equal to the amount of Common Stock received as Board compensation over the four year period.

 

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Directors may defer receipt of Board cash compensation into an account that is either deemed a cash balance which accrues interest or is denominated as stock units which accrue dividend equivalents in the form of additional stock units.

 

This excerpt taken from the LTD DEF 14A filed Apr 8, 2005.

Compensation of directors

 

Associates and officers who are directors receive no additional compensation for their service as directors. The following compensation was provided in fiscal 2004 to our directors who were not associates of Limited Brands for their services as directors:

 

    an annual cash retainer of $40,000 per year (increased by $10,000 for Audit, Compensation, Finance or Nominating & Governance committee chairs held and $5,000 for other committee chairs held), plus

 

    an annual stock retainer worth $40,000 under the Limited Brands, Inc. 2003 Stock Award and Deferred Compensation Plan for Non-Associate Directors, based on the fair market value of Company Stock on the first day of the fiscal year.

 

    an annual cash retainer of $10,000 for membership on the Audit, Compensation, Finance or Nominating & Governance committees and $5,000 for other committee membership, and

 

    an annual stock grant worth $10,000 under the Limited Brands, Inc. Stock Award and Deferred Compensation Plan for Non-Associate Directors, for membership on the Audit, Compensation, Finance or Nominating & Governance committees and worth $5,000 for other committee membership, based on the fair market value of Company Stock on the first day of the fiscal year.

 

    fees of $4,000 for each Board of Directors meeting attended in excess of ten during a fiscal year and $1,500 for each committee meeting attended in excess of ten during a fiscal year.

 

At the end of four years of membership on the Board of Directors, each member must maintain ownership of Limited Brands stock equal to the amount of stock received as Board compensation over the four year period.

 

Directors may defer receipt of Board cash compensation into an account that is either deemed a cash balance which accrues interest or is denominated as stock units which accrue dividend equivalents in the form of additional stock units.

 

See also “Certain relationships and related transactions” on page 9 for information with respect to additional compensation paid to Messrs. Shackelford and Zimmerman.

 

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