Share Ownership Guidelines
CSG International, Inc.
A Delaware corporation
("CSG" or the "Company")
Share Ownership Guidelines
Adopted May 22, 2007 ("Effective Date")
1. Overview
In order to more closely align the personal interest of executive management and the Board of Directors ("Board") with the interests of CSG's shareholders, the Board has established share ownership guidelines ("Guidelines"). The Guidelines detail the minimum amount of CSG common shares senior executives and Board members should hold. The Guidelines take effect as of the Effective Date listed above, and are required to be met within four (4) years for both senior executives and Board members.
2. Share Ownership Levels
The Guidelines apply to all executive officers of the company, as well as all current members of the Board of Directors. For the executive officers, the Guidelines are based on a multiple of the executive's base salary. For CSG's chief executive officer, the Guidelines require that common stock in the Company be held at all times having a value of at least three (3) times annual base salary. For all other executive officers, the Guidelines require that common stock in the Company be held at all times having a value of at least one (1) time annual base salary.
For members of the Board, the Guidelines require that at least nine thousand (9,000) shares of common stock in the Company be held at all times during a member's tenure on the Board.
3. Timelines
Current Board members and executive officers have four (4) years from the Effective Date to be in compliance with the Guidelines.
Newly elected executive officers and Board members will have four (4) years from their respective date of election to the position to be in compliance with the Guidelines.
4. Qualifying Shares
Qualifying Shares to be included in the share ownership target levels are the following:
- Shares of CSG common stock owned outright by the executive/Board member or members of the executive's/Board member's immediate family living in the same household.
- Shares of CSG common stock held in trust for the benefit of the executive/Board member and the executive's/Board member's immediate family.
- Shares of CSG common stock held for the benefit of the executive in CSG retirement and savings plans.
5. General Rules of Implementation
At the first meeting of the Compensation Committee held after each anniversary of the Effective Date, the secretary of the Corporation shall issue a written report to the Compensation Committee specifying whether each of the Company's executive officers and Board members is in compliance with the requirements of these resolutions.
In the event that any executive officer or Board member is not in compliance with the Guidelines, he or she shall be ineligible to receive any stock-based awards unless and until such executive officer or Board member shall own the number of shares of common stock of the Company as required by the Guidelines. The Compensation Committee may, in its discretion, make exceptions to the Guidelines on a case-by-case basis upon an examination of all then-currently available facts and circumstances.
The Guidelines will be reviewed periodically by the Compensation Committee.