BORDERFREE, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

EX-10.4 11 d558096dex104.htm EX-10.4 EX-10.4

Exhibit 10.4

BORDERFREE, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The purpose of this Director Compensation Policy of Borderfree, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries. In furtherance of the purpose stated above, all non-employee directors shall be paid compensation for services provided to the Company as set forth below:

Cash Retainers

Annual Retainer for Board Membership: $30,000 for general availability and participation in meetings and conference calls of our Board of Directors, to be paid quarterly.

Additional Retainer for Board Chairperson: $15,000

Additional Retainers for Committee Membership:

 

Audit Committee Chairperson:

    $ 15,000   

Audit Committee member:

    $ 5,000   

Compensation Committee Chairperson:

    $ 10,000   

Compensation Committee member:

    $ 3,750   

Nominating and Corporate Governance Committee Chairperson:

    $ 5,000   

Nominating and Corporate Governance Committee member:

    $ 2,500   

Note: Chairperson retainers are in addition to member retainers.

Equity Retainers

Upon initial election to the Board: An initial, one-time equity grant (the “Initial Grant”) of $182,500 of equity awards in the form of stock options and/or restricted stock units, as determinated by the Compensation Committee of the Board, to each new non-employee director, that vest in 36 equal monthly installments over 3 years, provided, however, that all vesting ceases if the board member resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting. The fair market value of the Initial Grant shall be based on the market price on the date of grant. This initial equity grant applies only to non-employee directors who are first elected to the Board effective as of or subsequent to the Company’s initial public offering.

Annual equity grants: Each continuing non-employee member of the Board who has served as a director for the previous six months will receive an annual equity grant (the “Annual Grant”) of $85,000 of equity awards in the form of stock options and/or restricted stock units, as determinated by the Compensation Committee of the Board, that vest in 12 equal monthly

installments over 1 year, provided, however, that all vesting ceases if the director resigns from our Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting. The fair market value of the Annual Grant shall be based on the market price on the date of grant.

Expenses

The Company will reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the Board or any Committee.

ADOPTED: March 10, 2014, subject to effectiveness of the Company’s Registration Statement on Form S-1.

 

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