Note: Class II directors and those directors that are also officers do not receive the compensation described in
this section for their service on the Board of Directors.
Katy Industries, Inc.
Director Compensation Arrangements
a. Each director receives a $10,000 annual retainer, paid annually in advance.
b. Each director receives the cash equivalent of 2,000 shares of the Company’s common stock at the
closing stock price the day prior to the annual meeting.
c. The chair of the Compensation Committee and the chair of the Audit Committee each receive an
additional $6,000 annual retainer, paid annually in advance.
a. Each director is paid $2,500 for each full meeting of the board of directors he or she attends in
person and $1,000 for each full meeting of the board of directors he or she attends telephonically.
b. Each director is paid $1,000 for each full committee meeting of the board of directors he or she
attends in person and $500 for each full committee meeting of the board of directors he or she
Stock Appreciation Rights
a. Each director receives an annual stock appreciation right (SAR) grant of 2,000 stock appreciation
rights at the May meeting of the board of directors each year. The exercise price is the fair market
value on the date of grant. The director may exercise these stock appreciation rights at any time
during the ten years from the date of grant.
a. Katy reimburses directors for their expenses incurred in attending meetings of the board of director
and committee meetings of the board of directors.
Deferred Compensation Plan
a. Each director may defer directors’ fees, retainers and other compensation paid for services as a
director until the later of the director’s attainment of age 62 or ceasing to be a director. Each director
has 30 days before