Arbinet Corporation Non-Employee Director Compensation Plan (Effective September 1, 2009)
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Summary
This plan outlines the compensation structure for non-employee directors of Arbinet Corporation, effective September 1, 2009. Directors receive annual cash retainers, additional fees for chairing the board or committees, and meeting fees for attendance beyond a set number. New directors may choose from various combinations of restricted stock and stock options as an initial equity grant. Each year, directors also receive restricted stock grants that vest over three years. The plan specifies compensation amounts and conditions for both board and committee service.
EX-10.66 4 v177507_ex10-66.htm
Exhibit 10.66
Arbinet Corporation
Non-Employee Director Compensation Plan
Effective September 1, 2009
(unless otherwise noted)
1. Annual Retainer per Board Member: $30,000
2. Annual Chairman of the Board Additional Retainer: $20,000
3. Member Meeting Fee (per meeting)
| | · | $2,000 per in-person meeting in excess of 6 in-person meetings per year (3 meetings in the second six months of 2009), and |
| | · | $350 per telephonic meeting in excess of 15 total meetings (in-person and telephonic) per year (7 meetings in the second six months of 2009) |
4. Committee Chairman’s Annual Retainer
| | · | Audit Committee Chair Retainer: $15,000 |
| · | Compensation Committee Chair Retainer: $10,000 |
| | · | Nominating & Corporate Governance Committee Chair Retainer: $5,000 |
5. Committee Member’s Annual Retainer
| | · | Audit Committee Member Retainer: $10,000 |
| | · | Compensation Committee Member Retainer: $5,000 |
| | · | Nominating & Corporate Governance Committee Member Retainer: $2,500 |
6. No per-meeting Committee Member Meeting Fee
7. Initial Director Equity Grant
Upon initial appointment to the Board, each new director has the choice of receiving:
| | (i) | No shares of restricted stock and an option to purchase 25,000 shares, or |
| | (ii) | 1,000 shares of restricted stock and an option to purchase 22,000 shares, or |
| | (iii) | 2,000 shares of restricted stock and an option to purchase 19,000 shares, or |
| | (iv) | 3,000 shares of restricted stock and an option to purchase 16,000 shares |
8. Annual Director Equity Grant
At each annual meeting of stockholders beginning with the 2010 annual meeting, each director shall receive shares of restricted stock equaling $30,000 in value, which vest in installments over 3 years, with one-third vesting annually on the anniversary of the grant date.
